Phantom of Equestria
by Olive nerd
Summary: Parody; Twilight Sparkle has recently been visited by a strange but amusing angel. And as she has finally risen to her true potential thanks to her 'angel,' she grows more and more curious about this teacher. But soon, she realizes that a price is to be paid for every lesson, and her dear Shining and the cast worries. And what does this phantom hold in store for the Gala? D/TS/SA
1. Chapter 1

Phantom of Equestria: Prologue

**Because of one generous request from pickelball6, I am writing this fanfic to my best ability. But do keep in mind that the plot will alter from the original musical, my friends. First of all, the 'opera' is the Gala. Second, I'll make parodies of almost every song in the musical but not all. I've seen many parody versions of this musical and they are terrific, but I just don't want to overuse their ideas to the exact point. Third, some characters from the ponies' series are different, such as Shining Armor not being her brother, (gasp!) If you do not agree with the changes in my version, then feel free to**_** politely**_** explain your view, and thank you. I do not own Andrew Lloyd Webber's legendary 'Phantom of the Opera' musical nor Hasbro's 'My Little Pony' series; I'm just your average fan.**

**Characters: Christine-Twilight Sparkle, Discord- Phantom/Erik, Raoul- Shining Armor, Carlotta- Rarity, Piangi- Spike, Madame Giry- Applejack, Meg Giry- Pinkie Pie, Burquet- Rainbow Dash, Fluttershy- Reyer, Firmin- Luna, Trixie- Andre, Christine's father- Celestia, Lefevre- Cherilee, and the rest of some pony characters evolve into the minor parts and chorus!**

"SOLD!" Shining Armor flinched as the bubbly and perky mayor jabbed her latest auction from a shrilled decree. 'Just how much air does one need to pierce the air we breath in,' he wondered bitterly to himself. Oh, how these days he just needed his angel throughout every waking hour. Glancing around the abandoned building, the stallion realized that reminding himself of the joys and wonders they had shared in this ballroom would only worsen his mood. But every time he looked into the big blue eyes of the optimistic mayor, a rude scowl would suppress his lips. And even with his love gone, Shining Armor was not vain enough to settle on a sour attitude from post-happiness.

"Lot 663," the mayor continued with a gracious grin. Her arms dramatically waved to a poster of one muscled dragon choking one bloody pussy cat to death. Shining Armor knew the exact story around the musical. "One delicate poster of this famous ballroom's sold-out musical, 'The Rein of the Flames'! In perfect condition! Do I have ten bits? Twenty bits? Alright, how about fifteen? Yes! The wealthy stallion over here then claims it!" Shining only raised his arm for good riddance; buying that portrait would be well worth it. After all several years ago, they both would've desired it for their children to witness. But sadly, prices had dropped when she had at the same time. "Going once? Twice? SOLD to Mister Shining Armor, Captain of the Guard!" He only rolled his eyes, as gasps trailed about. Luckily, nopony had bothered him, and Shining Armor was for once grateful for the Gala's depressing atmosphere of cobwebs, leeks, loose wires, and tumbled furniture.

"Lot 664 ladies and gentle mares! A bedazzling pistol from the centerline prop- Oh very good! You for ten bits? SOLD!" The mayor cleared her throat and withdrew the pistol before presenting a sparkly carnation pink crown that had lost its divine glow but was in suitably fine shape and played a harmonic melody when tapped on. "Lot 665! This just so happens to be the honorable crown from the royal Equestrian dynasty! It is rumored that the last princess of our kind, Princess Celestia, wore this to imprison the mysterious and notorious opera spirit, Discord. And rumor has it that her adoptive daughter had put a stop to this reawakened moister not too long ago…" A tense silence was shared from the aging staff, and Shining held his breath.

Noticing the grief tension, the mayor continued with a plastered smile. "Do I have ten bits?" Shining Armor shyly raised his hoof, and the mayor was there to notice it. "Ah, bless you Captain! SOLD to Mister Shining-"

"Thank you Miss." Shining Armor examined the crown with a warm smile, remembering how much she smiled with pride when wearing the blessed crown. "_A collector's piece indeed,_" he mused to himself. _"Every detail exactly as she said . . .She often spoke of you, my friend ... Your sequenced lining, and your figurine of lead... Will you still play when all the rest of us are dead?" _With every other pony's attention on the gray podium, the auction resumed.

"Lot 666, a collection of riffled pebbles. What is ever so peculiar about this, ladies and gentle mares, is the fact that these very pebbles were thought to be the actual corpse of the disharmonious spirit of the opera once again mentioned. We are told, friends, that this 'corpse' played a major and untidy part of this horrific disaster that occurred several years ago. Now friends backstage? Perhaps a little illumination would scare away such ghosts for our guests, I assume?"

"How I wish it would've been that easy," Shining Armor murmured to himself, watching the young colt staff undo the several heavy blinds and revealing the gorgeous sunset outside. To this day, Shining only saw his beloved angel as the sunlight, drifting and being held captive by the chaotic clouds of his domain, his prison, where he awaited for an angel to call his own.

_Years ago…._

The famous Gala was in the smack down middle of one of it grandest and most marvelous musical yet since 'Mac Big.' Lights were practically twinkling with anticipation, as they were lured and grasped by several backstage hooves. Gaudy props loomed the many halls of the theater, with the biggest being the massive golden griffin one ambitious actress was to sit her rear on with her scaly hero and champion. And speaking of the devil, the cast had just reached its bloody climax. The chorus of lively and young fillies and mares were dancing gracefully across the stage with a stern ballet mistress in her cowboy hat guiding them step by step for the important night. And in the main centre of the dance, a smiling and grateful Rarity playing Mistress Scorch's wife lifted the 'bloody' head of the 'treacherous' feline villain and archenemy of the Dragon's court, Sir Whiskers.

_"This trophy from our saviors, from the enslaving force of Canterlot!" _Many workers were still constructing the site and preparing for the opening night. Soon, the 'slave' mares pranced along with the entering stallion soldiers and decreed their cries of everlasting joy for their new king and queen.

_"With feasting and dancing and song, tonight in celebration. We greet the victorious throng, returned to bring salvation!"_

_The trumpets of Canterlot resound! Hear, villains, now and tremble! Hark to our step on the ground!" _Several heads turned sharply as the 'doors' opened to a 'tall' dragon and landlord, Sir Scorch. "_Hear the drums - Sir Scorch comes!"_

Struggling with the stilts his makeup artists gave him before rehearsal, Spike wobbled cautiously over to his 'wife's' side and was careful not to drool over how utterly gorgeous she looked in the 'mistress'' silver toga with a matching opal pendant and pearls strung between her ears. "Uh-" He hesitated, as a wave of annoyance was detected in Rarity's indigo eyes_. "S- Sad to return to find the land we love threatened once more by Cam lot's far-reaching grasp."_

"Um, pardon me sir?" Fluttershy shyly looked from her composing pieces and gave the baby dragon in a bright red cloak and polite grin. "But here, we say 'Canterlot.' Please resume." Spike nodded obediently, adverting his gaze from Fluttershy and back to his unstable stilts.

"Right uh…Sorry, it's hard for me. Canterlot….Canterlot…"

"Please resume, sir." From backstage, three mares entered to view the performance from the upper right side of the stage. One was the retiring manager of the Gala, Miss Cherilee. The other mares were not mares both Fluttershy and Applejack were exactly acquainted to, yet curiosity caused them to notice one was a majestically tall mare with a midnight blue mane and bright sea green eyes. The other, meanwhile, was scarcely taller than the grape purple and average sized Cherilee, yet her prideful lavender eyes and diamond cloak said quite the opposite about her personality.

"And here we are ladies," Cherilee chirped. "Our expanding cast. You can see that we're all preparing for our latest production, 'The Rein of the Flames.' Now everyone! Now that I have your attention, I'm pleased to introduce Miss Luna and Miss Trixie…" The mares bowed, and Fluttershy was forced to interrupt for the sake of time.

"Miss Cherilee," Fluttershy shouted with a small blush on her cheeks. Because she was a quite distant from the manager and was in the middle of rehearsals, a little shout was sometimes necessary from a very timid pegasus. "Uh-um…Could you please remain silent for the moment? We are still rehearsing."

"Of course I apologize Miss Fluttershy," Cherilee nodded. "Continue."

"Thank you Miss." She kept her teal eyes on Spike. "Now once more, sir. 'Sad to return…" As Fluttershy eased Spike down with his lines, Cherilee shook her head and quietly spoke to Luna and Trixie.

"That pegasus is Miss Fluttershy. And it is quite a pity. One minute she's a bright and lovely as a daisy, and the next she's demanding for a four-legged creatures' attention! Do speak gently with her….She's a mystery I do fear…"

_"Sad to return to find the land we love threatened once more by Canterlot's far-reaching grasp", _Spike resumed and raised his tiny fists triumphantly._ "Tomorrow we shall break the chains of Canterlot. Tonight, rejoice - your army has come home."_ After 'Sir Scorch's' decree, the slave mares began their prance at a more free matter with the soldiers clapping and praising their king and queen with joy. Cherilee, Luna, and Trixie strolled around the cast, eyeing dancer by dancer and solider by soldier until Cherilee paused to nod to the king and queen.

"The baby dragon is known as Spike, an amiable actor of his kind I can promise you that. Indeed there are those who think 'little' of his and his appearance….but such friendly dragons are rarely committed to such major parts. Don't you agree? Oh, and the lovely mare next to him is Lady Rarity." But as Cherliee spoke, Trixie accidentally bumped Applejack, and the ballet teacher stumbled. She glared daggers at the smug mare.

"Excuse me Miss Cherilee, ladies," she spat irritably. "But would y'all ever be so kind to move your flow joe _off_ the stage?"

"Of course, miss." Cherliee and the two mares crossed the stage to offstage, and Cherilee eyes Luna's raised eyebrows. "Miss Applejack is our ballet teacher's name. And I must admit, ladies, I do apologize for leaving my sincere staff on such short notice-"

"And why is thou to depart fair manager," Luna questioned, ignoring Trixie's muffled giggle from the taller manager's victorian mannerisms. "I find myself asking this so very much." But to Luna's dismay, Cherilee ignored her and perched herself on the farthest bench for a nearly offstage view.

"We are honored to have such a wonderful ballet staff," Cherilee announced beaming at the ballet dancers. One light pink particular dancer with a bouncing hot pink mane caught Trixie's eye.

"And who is that pretty dear over there I may ask?" Once Trixie ushered to the dancer, Cherilee giggled to herself in mirth.

"Oh, quite. Her name is Pinkamena Diane Pie. Very promising and flawless dancer, miss. I can assure you that. We call her 'Pinkie Pie' here, and she just so happens to be the adopted daughter of Miss Applejack." Another violet mare dancer with a straight indigo mane danced next to Pinkie Pie, but clumsily tripped in her graceful dance and Applejack stomped her hooves at her.

"Concentrate Twilight Sparkle," Applejack reprimanded with a concerned frown. "We don't got all day, missy!" Once Applejack left Twilight to the rest of her dance, Pinkie Pie leaned into Twilight ear.

"Twilight," she whispered. "What's the matter, sis?"

"Sparkle," Luna murmured. "Unusual name…"

"From Equestrian Celestial blood line," Cherliee explained.

"As in…" Trixie gasped to herself. "Perhaps any relation to the lost princess Celestia?"

"I'm afraid that that is unknown," Cherilee sighed. "However, it's terribly unlikely. This mare's mind is now somewhere else these days…" Soon, the chorus pranced into a hustling circle around their king and queen, while making room for the wheeled griffin for the two to ride on.

_"Bid welcome to Canterlot's guests -the griffon soars with amends! As guides on our conquering quests, it sends Canterlot's friends!" _Spike and Rarity are lifted onto the mammoth griffon, and it 'flapped' its shimmering wings.

_"Once more to my welcoming arms my love returns in splendor!" _Rarity hugs onto Spike from his small waist, and the baby dragon wasn't able to hide his reddening face for even the sake of acting! Luckily, he was able to respond back to his love in song.

_"Once more to those sweetest of charms my heart and soul surrender!" _And soon, the chorus followed.

_"The trumpeting elephants sound hear, ponies, now and tremble! Hark to their step on the ground hear the drums! Sir Scorch comes!" _Cherilee cleared her throat loudly, and the cast soon gathers around the three mares.

"Yes, and thank you crew. You all may have heard from countless rumors about me retiring. It is my willful duty to announce that those rumors are true, and Miss Trixie and Miss Luna are taking my place as your new managers." The staff politely applauded for them, and a few such as the three bubbly crusaders bow lowly for them. But then, Rarity pushed them off to the side and stood proudly for the sitting mares. "Ah yes, ladies. Miss Rarity, our leading soprano for several seasons-"

"Four to be exact," Rarity pointed out with a pearly white smile. Both Luna and Trixie shook their hooves politely with the glamorous actress.

"Of course dear," Trixie beamed slightly enviously at Rarity. "I've heard of and/or seen your numbers, such as Cinder mare! Proud I am!"

"And Mister Spike," Cherilee gently pushed a bashful baby dragon to the smiling Luna.

"Charmed I'm sure," Luna greeted, while Spike flushed and quickly pecked her hoof like a sure gentle…actor.

"As I was saying," Trixie continued, while gazing admirably at Rarity for the first time. "Well, this production does include the number of Madame Scorch's leading song, does it not? Because I'd love to hear it from you."She glanced at a staring Fluttershy and muttered, "That is of course if your composer does not mind-"

"Not at all," Rarity chirped and clomped her hooves at Fluttershy. "Have you not heard my manager? Do play the number!"

"It was muffled by hearing my drama queen," Fluttershy scowled to herself, while beginning the harmonically soothing piece, 'You with me.'

RARITY: "Y_ou with me, you here beside me, has left me to say goodbye. Please cherish this message from my heart - please promise me you'll try. When you sometimes feel so lost, you long to take your heart . . ." _Out of the blue, a humongous red delicious apple fell from the ceiling and landed on Rarity. And as she cursed and squealed, whispers of fear were shared from actor to actor, aside from Spike.

"He's here he's here," Scootalo chanted.

"Who's here," Sweetie Belle questioned. Both Scootalo and their friend, Apple bloom, rolled their eyes and shoved Sweetie Belle.

"You dummy; the opera spirit of disharmony! Otherwise known as the Phantom of Equestria! He's here…He's with us! The ghost!"

"But the lost princess enslaved him," Apple bloom pointed out shockingly, unsure of even her own self.

"He could've escaped," Snips whispered from behind her. "And remember last week with with the clouds?"

"It just doesn't make sense," Sweetie Belle hissed in frustration.

"It doesn't with him around," Snails informed, while shaking his head. But soon, the poor tannish orange pony was smacked on the head by an infuriated baby dragon released from his stilts.

"You fools!" Spike then rushed over to Rarity and chanted over and over, "Rarity? Oh my beloved! Are you alight? Say something!" Soon, Cherilee soon joined them with the new managers trailing behind her in concern.

"Oh dear….Rarity! Is all well?"

"Does this look well miss," Spike snapped harshly, while glaring at the staring actors around them. "Does ANYPONY care about our leading star?" Cherilee turned to Luna and Trixie while mimicking Spike's glare.

"You two! Go and find Rainbow Dash! She surely must be the one responsible for it and must explain herself! The pegasus race…they're so-" Fluttershy and several others cleared their throats, truly insulted. "Right, pardon my tongue fair ones." Soon, a sweaty but sober Rainbow Dash dropped from backstage, nodding to her manager. "Explain yourself for your foolish acts, Dash!" Dash only held her front hooves up with wide eyes.

"It wasn't me, miss! I was just at my post and saw this happening myself! I mean, really, you really think that somepony as awesome as I would do something that stupid?" Cherilee grinned in amusement, as both Applejack and Twilight secretly rolled their eyes. "Let's put this on a more logical term good ponies; it was definitely the ghost!" Soon, Applejack, Twilight, and the other actors' faces fell back into fearful trances, staring nervously from where the gigantic apple was dropped.

"He's there," Applejack whispered to herself. "The Phantom of Equestria…."

"Shut up you idiots!" Spike lifted Rarity as if she was a precious doll, and Cherilee aided them. But soon, Rarity stubbornly tore herself from their arms and stomped to fetch her makeup kit and other owned items.

"Please miss," Cherilee desperately called out to her. "These things do happen!"

"Right!" Rarity giggled snappishly in Cherilee, Luna, and Trixie's faces. "Such as the cotton candy cloud raining chocolate milk from last week which I still have in my heels! Or the fumbling brat of an 'Angel' of Fluttershy who 'happened' to have 'experienced a growth spurt!' Well here I say, managers, that until these things are put to an end, THIS does NOT happen!" As she stormed off with a red face and smudged eyeliner, Spike growled at the managers and actors and followed her.

"Wretched fools!" Right after Spike and Rarity left, Cherilee snatched her bright orange suitcase and smiled brightly at the managers and cast.

"Well that does it! Good luck Luna, Trixie, cast! I'll be in Rein City!" And once she dashed off to departure for the gleaming city, the cast nervously stared at their two new managers with uncertainty.

"Miss Rarity will return to us fine crew," Trixie assured them with a sheepish smile. Applejack approached them with several stacks of paper in her grasp.

"Determined yah are. Here's one from the Phantom-"

"Great gobbler! " Trixie dramatically fanned herself, and Luna scowled at the ballet teacher. "You're all mental!"

"He welcomes you to his Gala-"

"His," Luna questioned while rubbing her throbbing temples. Applejack nodded 'yes.'

"He also requests his monthly payment-"

"Absurd," Luna screeched, sending shivers down the casts' side. Both Twilight and Pinkie Pie anxiously held each other's hooves.

"But surely with the Captain of the Guard," Applejack attempted to reason. "You can settle-"

"_The _Captain of the Guard," Pinkie Pie speculated in disbelief, fixing her mane a bit. "Tonight?" Murmurs of excitement and delight went about, and Luna sighed tiredly. She had hoped to settle the news from her own tongue to be exact.

"Tonight," Luna answered. "And is there by any chance an understudy for Miss Rarity's roll?"

"I'm afraid not," Applejack answered grimly. "This production's an awfully new one-"

"What about Twilight here?" Pinkie Pie stepped up to the managers, dragging a shy and resisting Twilight to them. Trixie raised her eyebrows at the shy unicorn.

"A chorus mare? Puh-lease!"

"But she's been raving about some teacher dude like forever," Dash complained while crossing her arms over her chest. But as Twilight face hoofed in embarrassment, Luna was greatly intrigued.

"Really? And whom is this teacher, my child?"

"I-I have no idea….Sorry…"

"Sorry shmorry," Trixie shouted. "Our production is now going down with the 'Rein's Flame'!"

"Let the gal sing miss," Applejack insisted, gently pushing Twilight to the center of the stage and nodding to an unsure Fluttershy.

"A-Alright Twilight. From the top, and make us proud!" But once the music started, Twilight's voice started to come out as quite small and yet so lovely. It was similar to listening to a tiny bird tweeting on key.

TWILIGHT: _"You with me, you here beside me, has left me to say goodbye. Please cherish this message from my heart - please promise me you'll try." _Soon all doubts from everypony, even the managers, vanished. They marveled at how such a timid unicorn held such a wonderful voice.

"_When you sometimes feel depressed, you long to have your heart at rest and be free -if you ever seek the second, be soon there with me.' _Later that night, Twilight found herself smiling at the curious crowd and at the shimmering Gala's podium with an angelic white dress on and singing the song freely and gracefully.

_"We never said our love was peachy keen, or as so peaceful as the sea, but if you can still take time to stop now here with me . . . Believe in the things we've shared and seen - don't think about the things which might have been . . . Think of me, see me waking, hear me now and resigned. Picture me, trying too hard to put you far from mind. Recall those times.. think back on all those times, believe the things we'll never do -there will never be a day, when I won't be there for you…"_

Meanwhile, one awestruck stallion from the distance was staring at the actress, and he immediately recognized her even from the great distance. "Can it be," he whispered hopefully to himself. "Can it be Twilight? Bravo! You've changed so much from that spirited little filly you once were!" He eyed her admirably. "She may not recognize me, but I know that's my Twi!"

TWILIGHT: _"We never said our love was peachy keen, or as so peaceful as the sea, but if you can still take time to stop now here with me . . "_


	2. Chapter 2

Chapter 1

After the spectacular performance, dozens of wandering actors and actresses behind the curtain whispered to each other with great enthusiasm. For it had been a rough evening, but it was all now worth it since Twilight had volunteered to be their beautifully suited understudy. Many of the actors and actresses stopped to visit the soprano and few gave her lovely bouquets of roses and daffodils and praise. And even Fluttershy, the shy and reserved composer, nodded her approval before escorting herself from backstage.

"Yeah you were the apple of the eye tonight sugar cube," Applejack grinned fondly, before frowning sternly at the rest of the dancers. "And you! What a darn shame! Rehearsals begin now!" And once she stomped her hooves, the mares quickly exited into their dressing rooms to change for practice. As the dancers and Applejack left, Twilight sneaked into the shadowy halls leading to her own dressing room, unaware that she had a curious follower.

Pinkie Pie's eyes sparkled at the sight; candles of several sizes, colors, shapes, and positions were lined up and circling all around her adopted sister. And there the strange mare was, shutting her violet eyes in prayer. 'Tis a pity for her strangeness,' Pinkie Pie inwardly thought. For Applejack was older than she looked, and when Pinkie Pie was a very young filly, Twilight was a bundled but toddling foal. She was named after their only line of information from her real family. An identification card held the scratched name in pen; Twilight Sparkle. And to this day, her baby sister was a mysterious one.

But who's to say that Pinkie Pie didn't adore that? They both loved each other dearly and would always tell fond stories relating to cute stallions, pranks passed from them to Dash and the Crusaders, or even debates on whether to secretly buy another stash of peppermint patties from their strict mother.

But months ago, Twilight had became more distant, but luckily Pinkie Pie and the other performers were far to busy and hustling to notice at first. But now, Pinkie Pie was skeptical and concerned for her baby sister, and it wouldn't hurt to pay the leading star a visit now would it?

Quietly stepping in her room, Pinkie Pie almost held her breath stiffly when she thought she had heard another deeper, suaver voice lurking the deformed shadows around Twilight. "Bravo, little star….You set the world into fond flames tonight…Bravissimo…."Pinkie Pie shook her head absentmindedly and knelt next to her sister.

"Hey, Twi! Y'know, you've been really distant like hiding or something whacked up like that! Anyways you were….AWESOMELY PERFECT!" Pinkie Pie's squeal stung Twilight's ears, but the kind mare only cleverly masked herself with a shy grin. "Tell me! Tell me! TELL ME!"

"Tell you what," Twilight wondered, while adjusting one light blue candle from her right side. Pinkie Pie gawked and leaned into Twilight's ear.

"Who's your teacher, duh! He must be some talented guy himself! I mean, usually you're one of those quiet singers, but today you were just WOW-" Twilight slapped her hoof onto Pinkie Pie's jabbering hoof and cleared her throat.

"Pinkie…remember when I told you and AJ about my mother?" Pinkie Pie stiffened slightly, yet also nodded eagerly for her to continue. "My mother….I know to this day it's difficult for you guys to believe me but….When I was a very, very young filly, almost right before you guys took me in, Mother would excite me with glorious stories about my 'Angel of Music.' She said that he took the disguise as an odd fool, but held the heart of an….intelligent hero…"

"Cool!" Pinkie Pie then pouted. "And….what happened to her?" Twilight's eyes darkened at the mentioning of her fair mother's death, but Twilight was not a young filly ready to be tucked in with a golden apple and a glass of water. This was her responsibility now; to carry out her mother and angels' identities proudly and at the right time.

"She caught an influenza, Pinkie….and it refused to leave her…."Twilight's eyes slowly shifted to the portrait of a gorgeous white mare crowned and gifted with a pastel mane and a pair of divine, silvery wings. "Even as the lost princess, she refused to be lost in shame. She called me over at her bedpost before the servants became suspicious and promised me that my Angel of Music will come to me." Pinkie Pie was secretly entranced and even envious at how breathtakingly beautiful Twilight was beneath the candlelights, with her lovely eyes, soft indigo mane, and charming and delicate face and structure. It was true that Pinkie Pie was pretty, but Twilight held an essence no other chorus mare could match.

TWILIGHT_:"Mother once spoke of an angel . . .I used to dream he'd appear . . .Now as I sing, I can sense him . . .And I know he's here . . ." _Twilight soon fell into a deep trance._ "Here in this room he calls me softly . . .somewhere inside . . . hiding . . . Somehow I know he's always with me . . . he - the unseen genius . . ._"Twilight giggled to herself and added, "He's always bringing me gifts, too. Like one cotton candy-"

PINKIE PIE: _"Christine, you must have been dreaming . . .stories like this can't come true . . . Christine, you're speaking in riddles . . .and it's not like you . . ._"But somehow, Twilight was too overjoyed and wondrous to hear her older sister and continued singing brightly to her angel.

TWILIGHT: "_Angel of Music! Guide and guardian! Grant to me your glory!"_

PINKIE PIE: (to herself) "_Who is this angel? This . . ."_

BOTH: "_Angel of Music! Hide no longer! Secret and strange angel . _. ."Suddenly, Pinkie Pie noticed Twilight's expression drop to a paler, vulnerable one.

TWILIGHT: (hauntingly): "_He's with me, even now . . _."

PINKIE PIE: (confused)

_"Your hands are freezing . _. ".

TWILIGHT: "_All around me _. . ."

PINKIE PIE: "_Your face, Twilight, it's pale ._ . ."

TWILIGHT: _"It frightens me . . _."

PINKIE PIE: "_Don't be frightened . _. ." At that moment, Pinkie Pie felt that it was safe enough to leave Twilight to her wonders, and Twilight didn't try to stop the bouncing mare from exiting.

Meanwhile, a handsome stallion was escorted to the large dressing rooms backstage. He had a blazing blue mane and a pair of dazzling sapphire blue eyes that even the 'Great and Powerful' manager Trixie almost swooned after. "H-Here, sir. Tonight was quite the night and refund-less I dare say!"

"Greedy dear," Luna scolded jokingly with an ecstatic smile. "And to think….Twilight Sparkle was quite the star tonight to marvel for! And as you've requested Sir Shining Armor…here we are." She ushered to Twilight's dressing room, and Shining Armor nodded 'thanks.'

"If you ladies would ever be so kind, I'd like to make this one visit by myself." They nodded in understanding, and Luna snatched Trixie's arm.

"They've met before," Luna suspected. "And I do but wonder what is to happen next…."

Shining Armor knocked several times on the rickety door and entered to see his long lost childhood friend. He could barely contain his excitement! Twilight Sparkle was his best filly to gaze at the stars and moon with, to eat hay sandwiches with her mother, and to chase fearlessly across fields of flowers with while avoiding honey and killer bees. Together, he made a theory that they were tough and brave enough to face the Ursa Major! And to this day as Captain of the Guard, he didn't doubt that one theory. And now, the young filly was a beautiful, gracious mare and had grown to be so enchanting….Shining just had to see her!

"Twilight Sparkle," he called to in a mockingly droning voice. "Where is your satchel?" Twilight turned from her mother's portrait to the Captain of the Guard, stood up, and bowed respectfully.

"P-Pardon me, sir?"

"Because if I may recall," Shining Armor continued, circling her. "It took me weeks to fetch it from the cliffs-"

"The cliffs that overlooked our neighboring beach!" Twilight squealed and embraced him. "Oh Shining! You've finally earned your growth spurt!"

"And I was going to say the same about you shortstop," Shining teased in mirth. Twilight rolled her eyes while laughing along with him and indicated for him to sit with her on her small forest green sofa. He did so, and she hugged him once more.

_"Oh Shining! It's been far to long!"_

SHINING:_ "Little Twilight let her mind wander . . ."_

TWILIGHT:_ "You remember that, too . . ."_

SHINING: _(continuing) ". . . Little Twilight thought: Am I fonder of dolls . . ."_

BOTH: _(TWILIGHT joining in) ". . . or of goblins, of shoes . . ."_

TWILIGHT:_ ". . . or of riddles. of frocks . . ."_

SHINING_: "Those picnics in the attic . . . . . or of chocolates . . ." He secretly scooted closer to Twilight, putting his arms skillfully around her. _

TWILIGHT_: "Mother singing songs of the muses . . ."_

SHINING:_ "As we read to each other their dark stories together as fillies….."_

TWILIGHT:_ "No what I love best from Chao's head is when I'm asleep in my bed, and the Angel of Music sings songs in my head!"_

BOTH:_ ". . . the Angel of Music sings song in my head!" _

"I've been visited by him, Shining. He feeds me apples, cotton candy, and when I'm in tears, a glass of chocolate milk-"

"Yes of course! No doubt!" She still held that wonderful imagination indeed! "And now, we dine tonight."

"No I can't." Twilight frantically grabbed his hooves and muttered urgently, "Do forgive me, Shining Armor, but I cannot. My angel is strict." But unfortunately, Shining Armor only rolled his eyes at her in amusement.

"Then you must not be late," he joked, smirking.

"No stop Shining…"

"You must change, my dear. Two minutes now, Little Sparkle."

"Wait Shining-" He had already closed the door and walked briskly to inform their coach stallions. Twilight pursed her lips and decided to obey her friend for the moment. She delicately laced on a soft cotton dress of pale yellow and was about to set a pastel hat on her head when suddenly, one by one, her candlelights whisked off. Their smoky rings left her silent in the dark, and the actress held her breath.

"And odder than most," a deep voice mused from the smoke. Twilight gulped like a child being scolded by a strict teacher. "And I thought he'd receive the hint from the words 'chocolate milk'…."

"He-He was-"

PHANTOM'S VOICE: _"Insolent one! This slave of fashion basking in your glory! Ignorant fool! This brave young suitor, sharing in my triumph!"_

TWILIGHT (spell-bound): "_Angel! I hear you! Speak - I listen . . . stay by my side, guide me! Angel, my soul was weak - forgive me . . . enter please now, Master!_"

PHANTOM'S VOICE (softer): "_Flattering child, you shall know me, see why in shadow I hide! Look at your face in the mirror - I am there inside!"_ Twilight gazed dreamily at the mirror, now revealing a tall creature in a tuxedo, cloak, and white mask covering every part of his body except for one side of his face. He held out a golden, fuzzy paw out to her, and she slowly obeyed, still in a pursuing trance.

TWILIGHT: _"Angel of Music! Guide and guardian! Grant to me your glory! Angel of Music! Hide no longer! Come to me, strange angel…_" In the darkness, the phantom kept his smirk on his face and inwardly cheered as she approached him.

PHANTOM"S VOICE: "_ I am your Angel ... Come to me: Angel of Music …"_ Outside the dressing room, Shining Armor was pounding the door and sought for Twilight, while wondering who in Equestria was that male being he heard in there with her.

"Who is that guy," Shining Armor wondered out loud, concerned for his friend. But to his misfortune, Twilight only heard her angel's voice and his alone, surrounding her, beckoning her, soothing her guiding her into the darkness. And the phantom, well, he'd played the ignoring game several times before anyway.

PHANTOM'S VOICE: "_I am you angel…Come to me, Angel of Music…_.." He held out his paw, and Twilight hesitated before taking it and giving the phantom a dreamy smile. And right after he escorted her to his mysterious realm underground, the door finally gave way for Shining, and he slammed himself into the now empty dressing room.

"Twilight! Angel!"

Mysterious music played and brushed around Twilight, and endless notes danced in her head. And there was only one scientific reason she could now come up with; he was there not only as her angel, but as the one and only Phantom of Equestria. He lead her into a shrub entrance with several multicolored flags and random statues of bold ponies and helped her onto a plush cloud. And while he did so, Twilight stared at him in deep wonder.

TWILIGHT: "_In sleep he sang to me, in dreams he came. That voice which calls to me and speaks my name. And do I dream again, for now I find; the Phantom of Equestria is there, inside my mind." _The Phantom, otherwise known as Discord, sent her a fond smirk and snapped his finger for the cloud to roam deeper into the maze. And as it did so, he joined her in the haunting song.

DISCORD: _"Sing once again with me our strange duet. My power over you grows stronger yet. And though you turn from me, to glance behind, the Phantom of Equestria is there, inside your mind."_ He chuckled darkly before wheeling the plush cloud to an underground lair blocked by a gray gate with several vines growing gum drops and ice cream bowls. Twilight was now completely under his control, marveling the lairs several odd but elegant fountains and multicolored organ.

TWILIGHT: "_Those who have seen your face, draw back in fear. I am the mask you wear._" Discord reached from behind her where she cupped her cheeks and laid her hooves on his face.

DISCORD: "_It's me they hear._" He continued to hold her hooves and stroked them and one side of her face with one golden eagle claw.

BOTH: "_Your/my spirit and my/your voice in one combined…..The Phantom of Equestria is here/there, inside my/your mind."_

Chilling voices chanted around them, "_He's there, the Phantom of Equestria. Beware, the Phantom of Equestria…_." Discord released a bronze force from his fingertips, and the gates magically lifted open and invited them into the amazingly massive grabbed a gentle hold of Twilight's hooves and lured her to one bare spot near the organ, holding her from behind as she held her hooves out in awe. (**If you're wondering about this position, look up the one Antonio has with Sarah Brightman on YouTube before the big finish of this song. Type 'Phantom of the Opera', and it's bound to show up! It's also similar to the Jack and Rose position from the awesome movie 'Titanic.')**

DISCORD: _"In all your fantasies, you always knew, that man and mystery…_"

TWILIGHT: "_We're both in you…._"

BOTH: "_And in this labyrinth where night is blind….The Phantom of Equestria is here/there….inside my/your mind…_" Discord held his arms out and laughed with her smiling.

"Sing! My Angel of Music!"

Twilight cleared her throat and cried, "_He's there, the Phantom of Equestria! Ahhhhhh! (Sing, my angel!) Ahhhh! Ahhhhh! (SING!) AHHHH! AHHHH! AHHHH! AHHHHHHHH! (Sing my Angel! Sing to me!)_"After her extravagant finish, Discord lead her to a higher staircase, and her mind was left to wonder what her angel's next lesson would be. But either way, she put her trust in him that night.

**Sorry that I had to stop here for now, but please type to me what you think! And by way, thanks for reviewing, pickleball6! You were the one who inspired me to write this fanfic all along, too!**


	3. Chapter 3

Chapter 2

Discord then removed his cloak for a randomly stuttering pig to carry. "Do you know why you have came here, Twilight Sparkle? Why I've taught you endless lessons of sheerly beautiful music?" Twilight shook her head with a small pout, fully aware that Discord's mahogany eyes were on her. She wondered why would this spirit be so concerned with a simple mare? She was nopony special, and even if he had happened to know about her closest relations, her mother and Shining Armor have had yet to inform her. "It is because when I first heard your voice, I knew that you'd be the sensible soul willing to fulfill my wonders. After all, you are gifted in sorcery." Twilight blushed slightly while her eyes trailed off to the fountains captivated by cotton candy clouds below them.

"Not really," Twilight spoke softly, uneasy with the very fact that this was the first time she was actually speaking with her tutor face to face. And even if he was four times her height, Twilight had pictured him to be even more frightening, similar to a titan or god. However, a part of her was grateful for him to be at ease and relaxed; his tone was a tone she could hear for a long, long time.

After a pudgy silence, Discord snapped his lion paw fingers, and a papyrus scroll appeared and was un-scrolled. "As your tutor, I pledge under the solemn oath….Blah Blah BLAH!" Discord threw the scroll into his dressing room, smirking with pride. Twilight, however, was deeply concerned.

"Your paperwork and necessities are still in there sir-" Discord carelessly waved her worries off.

"Yeah okay! It's all good, darling. I never payed attention to that rough mess anyway." He perched himself on the multicolored organ and ushered for Twilight to sit on one large, spider cushion. "Please make yourself at home, my dear." 'It is soon to be yours,' he added to himself with glee. Twilight hesitated before sitting on the moaning jumping spider. "There! Now I am well aware that this is your first stay at Dizzy's place and all. So…." Discord unleashed his bright red sunglasses and played a soothing tune on the organ. "We must start with a tune and….do you mind if I sing?"

"N-Not at all sir," Twilight peeped out timidly, as timidly as Fluttershy during concerts one would add. Discord smiled to himself at how adorable she was when acting humble and cracked his knuckles to play the tune of 'Music of the Right.' The exotically haunting tune roamed freely in Twilight's ears, and her eyes immediately closed shut in peace.

DISCORD: "_Our time sharpens, lengthens each sensation . . .Chaos stirs and wakes imagination . . . Silently the senses depart from their defenses . ._ ."

_"Slowly, gently chaos has its splendor . . .Grasp it, sense it -tremendous and tender . . .Turn your face away from the harmonious way, turn your thoughts away from cold, unfeeling light -and listen to the music of the right . ._ ."

Discord lead the mare to the centre of the lair until they reached where the gates were right in front of them. Twilight opened her eyes to the gates' horrifying shapes, but she held no fear at that point. Discord was her teacher to trust through this labyrinth of his. After years of teachings, Twilight knew in her heart that he would never ever harm her.

DISCORD: "_Close your eyes and surrender to your darkest dreams! Purge your thoughts of the life you knew before! Close your eyes, let your spirit start to soar! And you'll live as you've never lived before . . _."

Twilight obediently closed her eyes once more, waiting for her teacher's next instruction. Discord strolled through the mists and mirrors of his creative design, keeping his eyes on her through every steady step and note.

"_Softly, calmly, music shall surround you . . .Feel it, hear it, closing in around you . . .Open up your mind, let your fantasies unwind, in this darkness which you know you cannot fight -he darkness of the music of the right . _. ."

Ascending to the top of the nearest staircase, Discord ushered for the candles to increase their burning glow, the drums to grow louder, and the notes to pierce more sharply into his students' mind one serious message to the grave; chaos required a fee of commitment one teacher after the other.

_"Let your mind start to travel through a strange new world! Leave all thoughts of the world you knew before! Let your soul Take you where you long to be!" _

Discord paused, keeping his student in suspense. He then descended down the stairs and tenderly cupped her cheeks.

_"Only then can you belong to me . . _."

The spirit of disharmony then began to gently stroke Twilight's arms and face. And while doing so, he cupped one hoof to his face and let her touch the side of his face. And luckily for him, she had yet to tear off his mask and witness his cursed features. For now, at least, their time was blissful as one soul knitted by two; the one longing and the one to guide.

_"Floating, falling, sweet intoxication! Touch me, trust me, treasure each sensation! Let the dream begin, let your odder side give in to the power of the music that I write - the power of the music of the right . . ."_

Discord then removed one humongous red cloak covering a mannequin, and Twilight gasped at the figurine. It wore a delicate white wedding dress and had a veil perched on its indigo 'mane'. But the wardrobe didn't frighten the unicorn in the very least; it was the noticeable fact that the mannequin _was_ her, or at least a model of her! "Why…" Twilight whispered, before passing out in Discord's arms. The spirit of chaos smiled a real, genuine smile when seeing her coo adorably in her sleep and set her gingerly on his finest blanketed blue canopy. Draping a silky maroon sheet on her tiny frame, Discord stared intently at her and mused.

_"You alone can make my song take flight - help me make the music of the night . . _."

The next morning, Twilight's stomach stubbornly growled, indicating for her to get her rear off this canopy and-hold on! She was on a darn canopy gently rocking her to sleep! Around her, several cumulus and cotton candy clouds drifted around the lair, gigantic apples were being devoured by equally gigantic squirrels, and spiders watched them with envy while trying to sneak bites. And where buffalos and retrievers were in tutus and frocks, a tall, thin creature was playing divine chords of music. "It's him," Twilight whispered in awe, remembering the new and mysterious excursion she had to his lair. How inviting those notes of his were, beckoning her to sink deeper and deeper into their world, release the tensions from her world above, and accompany this teacher….'Dizzy' as one soul fully combined and knitted to fulfill wishes of wondrous beauty and music. Twilight shyly stood up, knowing that determination was necessary when questioning any teacher.

TWILIGHT: _"I remember there was mist . . .swirling mist upon a vast, glassy lake . . .There were candles all around and on the lake there was cloud, and in the cloud there was his soul. . ._"

Twilight was now right behind him with sparkling curiosity set in her eyes. Now was the time to act, to know who this angel, spirit, and teacher was. Twilight Sparkle was not too terribly naive! She needed facts, and maybe just getting her teacher to first share his identity and dreams with her was a clearly innocent start.

_"Who was that shape in the shadows? Whose is the face in the mask?"_

Twilight reached out to caress his face, and Discord happily obliged. But soon once she had reached the corner of his mask to pull it, Discord slapped her hoof away and turned from his organ. The impact sent the white mask all in a floor skitter and Twilight on her knees, trembling in fear at his next notion. Then, she gazed upon his distorted face, and her stomach churned in sickness. Discord glared dangerously at her, releasing steam from his nostrils. Yet after a few seconds, he bellowed in laughter and rolled all around the organ. Twilight actually would've giggled at the ridiculous scene if she wasn't so frightened. "Oh Honeybun, you've got GUTS!" Discord thrashed at her, knocking down several snout-headed bowling pins and mechanical lemon and cherry pies in the process.

DISCORD: "_Damn you! You little prying Pandora! You little demon - is this what you wanted to see? Curse you! You little Lying Ee…_Discord paused for a moment, finding that he was unable to seek a rhyme. "You uh, you got a dictionary, Twilight?"

"Er, no. But if you have a wi-fi signal here-"

"Oh forget it-"_.. won ca! You little viper! now you cannot ever be free! Damn you . . . Curse you…"_

Discord paused to take a breather, where as Twilight was awkwardly speechless and waiting for him to attack or smack her. Suddenly, he began to corner her to the back of a golden apple.

_"Odder than you dreamt it -can you even dare to look or bear to think of me: this loathsome gargoyle, who burns in stone, but secretly yearns for daylight, secretly . . . secretly . . . But, Twilight. . .fear can turn to love - you'll learn to see, to find my soul behind the monster: this . . .repulsive carcass, who seems a beast, but secretly dreams of beauty, secretly . . .secretly . . .Oh, Twilight . . .I'm a guy of constant sorrow…"_**.(Sorry, I thought this was just the right moment for a quote that has nothing to do with this parody on both sides!)**

Twilight handed him his mask after reaching for it, and Discord whistled and accepted back in his masked, smirking state. "And speaking of constant sorrow, we must take you back to those wretched managers, my dear! You are in fact their star!" And soon, both student and teacher were whisked away on a dreamy cloud. However, Twilight was still unable to feel an unwanted and uncomfortable connection to the lair and her being. It was as if little by little, she was being linked or chained to it as its only suitable and precious prisoner. But luckily, she was soon able to shake it off with one thought.

'I wonder what everypony else is doing right now….'

Back in the theatre, Applejack's teeth were pearly and gritting at one certain 'phantom' aka one certain arrogant prop hoof with the brain the size of a walnut! She witnessed Rainbow Dash swirling around the young mares and fillies in a blood red cape and holding a tiny glass of 'chocolate milk' Dash had so graciously earned from the Crusader's latest mud pie design.

"And they say our generous phantom lurks the halls with this very glass…." Smugly, Dash presented it to the gawking and oohing Fluttershy and crusader ensemble. Sweetie Belle then politely raised her hoof, and Dash nodded to her. "Yeah, shorty?"

"Dash, why does the oh-so mysterious phantom need a glass of chocolate milk? Does he get thirsty or something?" But then, the pale filly received a head butt from one orange filly with a rough magenta mane. "Ow, hey!"

"Don't be stupid," Scootalo snapped. "The phantom doesn't drink chocolate milk! His veins only evolve around blood pumping from our bodies!" Gasps were shared around, Applejack frowned in disapproval, and Dash only giggled at the young filly's bold declaration.

"Interesting," Dash complimented with a wink. Scootalo tripped over Fluttershy after receiving it, and the older pegasus tried to rationalize the claim.

"Now dear, I'm sure that not even the….phantom….." She shuddered to herself. "-Would drink real blood?" She sent a nervous glance in Dash's direction. "Would he, Dash?" The cyan pegasus only circled around the other lemon yellow pegasus, loving her fearful expression.

"That is for only you to guess, Fluttershy!" He thew the glass at her, and Fluttershy yelped as she caught it. "His glass explodes to devour its victims, so you must not underestimate his wrath!" Dash waved the cape around, revealing several darts. They flung in their direction, and all of Dash's audience squeaked and fled as Dash cackled 'evilly.' But to her and Applejack's shock, a trap door appeared and coughed out one masked draconequus and one violet unicorn.

"No teasing the master kay doll?" Rainbow Dash growled threateningly at Discord and was about to charge him, yet Applejack bit her rainbow tail and held her back.

"I'm no doll! And what yah do to Twilight you sick disaster of a creature! I'm gonna stomp on your cursed face and spit in your dang eyes until they water and-"

"SHUT UP, DASH!" Applejack muffled the pegasus with her cowboy hat, and Discord chuckled in glee and snaked his arm around an embarrassed Twilight. "Now Sir Dis-"

"You know more than most about my wrath, Honest Applejack. So warn this soul of my approach while you still can." Discord chuckled madly and draped his own blood red cape over both him and Twilight, and they soon disappeared. Applejack released Dash, smacked her head, and grabbed a firm hold of her shoulders. She then pierced her emerald green eyes on Dash's wide, rosy ones. Never had Dash seen Applejack look and seem so stern, angry, and above all, scared in all of her years of being employed as a stage hoof at the Gala's opera domain.

APPLEJACK: "_Those who speak of what they know find, too late, that heavy silence is wise. Rainbow Dash, hold your tongue. He will burn you with the flames of his eyes . . ."_


	4. Chapter 4

Chapter 3

**I'm unaware of these scenes compared to the previous ones and others, so please bare with me! And I'm sorry to say that these scenes will not be exactly like the original ones.**

"What a disgrace!" Trixie slammed the seventy-first newspaper on her sequenced desk reading, 'Mysterious opera spirit tops the house with new soprano on top!' "This is an outrage! Publicity from our awaiting audience has slipped from our hooves, Luna! And all because of one switch between prima donnas!" On her opposing desk with midnight blue drapes, Luna rubbed her head to prevent the oncoming migraine and squinted her eyes at Trixie.

"Calm down, Trixie. Perhaps with only half the cast, our results will not tumble-"

"And who's to say it's our cast? Read and weep, Lulu!" Trixie then pulled out two overflown satchels of letters to their cast with her letter sealed with a gray grin stamp sticking out from the piles. Luna gazed at the pile in disbelief, while shifting uncomfortably in her seat.

"Oh…"Luna twirled a lock of her hair uneasily, adverting her eyes from the newspapers, to the letters, and then back to Trixie. "You have one too?" She revealed one letter stamped with an similar crooked grinned stamp and unrolled it. But soon, Trixie mimicked Luna's actions and read her own letter first.

"_Dear oh great and power-less Trixie, I'd like to congratulate you an your amusing production. The chorus is a group on the b-list, and would it be too much to ask if all the dancers had two left hooves? Anyway, I must compliment your new and better prima donna, Miss Twilight Sparkle. She was the one mare who kept one's eyes opened without squealing at the top of their lungs. And if you seek my mandatory advice, do kick that shrilling star Rarity off the stage for the sake of everypony's ears. Replacing the beautiful Rarity was probably be the wisest choice you've ever made, and do make another wise choice when noting that I'll be serving snacks to the guests. Thank you very much." _Trixie growled at her letter, and Luna decided to mention hers before any breakdowns in their tidy office.

_"Dear gracious Luna, I do not mean to take up too much of your time. But I must remind you that my salary is still not paid. Please send a page to pay if off in your care, and do mind the fact that taxes are required for the sake of actually edible theatre snacks. Obey my orders is all I humbly ask, or one would be left without a cast member and friends. Thank you very much. P.S.: Do you ladies prefer wi-fi signals or hitting the books?"_

"I'm an educated scholar so the books would be easier," Luna suggested matter-of-factly to herself. "But-But how absurd! Does he really have that much of a nerve to threaten us?"

"He might with two initials on two letters," Trixie pointed out, while ushering to the similar signatures on both of their letters. "They both say….S.O.D…How odd-" They both gave each other wide-eyed looks under the sudden realization.

"Spirit of disharmony!"

"Do you know any of the legendary tale, Luna? After all you are the 'scholar?'"

"Now is not the time to mock oh great and power-less," Luna shot back, pulling out a tiny book in a cerulean leather cover. "And as a matter of fact," she opened the book to a page illustrating a cream white alicorn transforming a hideous chimera into a statue. "I do. Legend has it that this 'spirit' was under the popular beliefs of the commoners, such as the pegasus' lower class and apple families-"

"Which explains why Miss Applejack is superstitious over such a greedy, ambitious illusion of a stallion!" Trixie flipped a spare chair in the office, releasing her temper. "It's obvious that it's a plan to sell out our gala, Luna! Or worse! Put us all in bankrupt and leave us on the streets with his commoner gangs! Luna what do we-"

"We first have to settle down," Luna ordered, hinting that Luna was going to release two times of a better tantrum on her boastful business partner if she doesn't' quit her temperamental tantrum. "But from what I can conclude, this being is mad!" A knock was heard from their door, and a frantic stallion entered with a worried frown. "Ah good afternoon, Sir Sh-"

"Where is she," Shining Armor interrupted calmly but urgently.

"Who," Trixie asked with an unsure glance. "Miss Rarity?"

"Miss Sparkle."

"How should we know?" Luna shrugged nonchalantly and stacked the several newspapers on her desk. "And why do you come to us with this, good sir?" Shining Armor withdrew the letter sealed with a grey smile stamp to Trixie, watching their eyes widen suspiciously,

"I'd expect you to know about such a warning…you wrote."

"We wrote of no such thing," Luna snapped.

"_Make no obnoxious attempts to whisk away Twilight Sparkle,"_Trixie read slowly. _"She is in good hands under disharmony's watch with her Angel of Music. A hideously great burden you will pay if you defy me." _Both Trixie and Luna turned pale, and Shining Armor detects their fear.

"If-If you didn't write it then-" Rarity slammed into the room with silver high heels clicking to and fro. She then cornered a frowning Shining with burning eyes. "And what is wrong with you, miss?"

"You-You dare to sell me OUT?" Both of the managers gasped, and the drama queen whimpered like the spoiled filly she was. "It's true!" She smothered the letter in Luna's face and muttered grimly, "Take a look for yourself.."

"It's great to have you back as our star Rarity," Trixie tried to compliment brightly, yet Rarity only shoved her harshly aside while adjusting her diamond hairpins.

"Save it for the critics, parlor witch." Shining Armor then took that silent moment as an opportunity to read Rarity's letter.

"_You have the fair right to know, miss, that you have been rightfully replaced for the newest production at the Gala. Do not attempt to defy my aura of perfected judgement upon the shrilling strings in your throat that hold what you call a voice. If you dare to, the voice you earn will match your defiance under good wing and riddance." _

"Clever he is fro such craft," Luna commented hauntingly, pacing back and forth, as Trixie did the same in a parallel format. Rarity and Shining were right in the middle of a glaring contest when Applejack and Pinkie Pie entered the scene.

"No worries kin," Applejack announced. "Twilight's back and keen. She just needs her rest and is back home."

"Will she see anypony," Shining asked gently. He had hoped she was perfectly healthy and unharmed by any being such as this mystical 'angel.' But unfortunately, Applejack shook her head sadly.

"She won't see a live soul."

"Will she sing," Rarity asked anxiously, fiddling with her mane until not a strand was left out on her scalp. Pinkie Pie then stealthily snatched the letter in her adoptive mother's grasp.

"I got a letter," Pinkie sang to Applejack's dismay.

"Pinkie-"

"Who wants it?"

"ME," Shining Armor, Rarity, and Trixie yelled in greed, circling Pinkie with narrowed eyes. But among the group, Luna used her birth voice as her advantage for the next letter.

"CITIZENS!" The five ponies stared at Luna in shock. "GIVE THE LETTER TO ME!" Pinkie gulped but withdrew the letter to Luna. Luna cleared her throat swiftly and read out loud.

_"Friends, I must inform you that Twilight Sparkle will not disappoint you one bit. Her career will rise as much as my power. But before we get to that thrilling speculation, I must include the parts of your two sopranos-" _A deep, masculine voice interrupted Luna to read the letter, and it was none other than Discord himself.

_"I would love to display the performance of 'Snow White' with Twilight Sparkle being Snow White and Rarity being one lower than the haggish evil queen. I mean, let's face it, ponies! She makes the queen look nice!" _Rarity gawked and was truly insulted, as Discord bellowed in laughter. "_Priceless expressions you all have, and yes, I can see and sense you fools! But back to the main deal, Rarity's playing the snotty cow with a mute tongue- thank Equestria- and no buts! Oh, and I do certainly hope that everypony remembers me in my box. See yah later, suckers!" _The whole room fell into silence until Pinkie Pie sneezed confetti and made everypony jump and speak again.

"It must be one certainly tied to Twilight Sparkle…."Trixie muttered.

"And I know EXACTLY who!" Rarity stomped up to Shining and shoved him. "YOU!"

"Why accuse me? Have you no moral?"

"It's your trick, 'good sir'! Bah, what a gentle captain YOU are! A plot for your beloved singer indeed! Tata all!" But soon, Trixie and Luna desperately grasped Rarity's back hooves as soon as she faced the door.

"This changes nothing," Luna reassured her frantically. "You are our number one, Rarity! The show, we, the audience NEEDS YOU!"

"Yes please," Trixie begged, no longer caring that her whole body was draped pitifully with Luna on the solid ground in a groveling position. "Please….please…..you're THE prima donna! THE divine and rare goddess!"

"Twilight Sparkle will play the mute cow!"

"Yes; we refuse to listen to one illusion of a spirit!" Meanwhile, Applejack clicked her tongue near Shining Armor.

"They should be more cautious of him…."

"Twilight has spoken of an angel…." Shining Armor mused without much doubt in his voice. Pinkie Pie then whistled loudly.

"You know? This calls for a song!" Applejack rolled her eyes, yet she found herself subconsciously singing about their fishy and sticky dilemma.

APPLEJACK:'_Think, before these demands are rejected!'_

SHINING:'_. . .I must see these demands are rejected!_'

PINKIE:.' . . _if his threats and demands are rejected!'_

TRIXIE/LUNA:'_Who'd believe a diva happy to relieve a chorus girl, who's gone and slept with the patron? Raoul and the soubrette, entwined in love's duet! Although he may demur, he must have been with her!_'

PINKIE/SHINING: _'Christine must be protected!'_

RARITY: '_0, fortunata! Non ancor abbandonata!'_

PINKIE: _'What the heck is she spitting out?'_

TRIXIE/LUNA:'_ You'd never get away with all this in a play, but if it's loudly sung and in a foreign tongue it's just the sort of story audiences clap for, in fact a perfect opera!'_

SHINING: '_His game is over!_'

APPLEJACK: '_This is a game you cannot hope to win!_'

SHINING:' _And in Box Five a new game will begin . . _.'

APPLEJACK: '_For, if his curse is on this opera . ._ .'

PINKIE:_ 'But if his curse is on this opera . . _.'

TRIXIE/LUNA: '_Prima donna the world is at your feet! A nation waits, and how it hates to be cheated!'_

RARITY: '_The stress that falls upon a famous prima donna! Terrible diseases, coughs and colds and sneezes! Still, the driest throat will reach the highest note, in search of perfect opera!_'

PINKIE/APPLEJACK '._ . . then I fear the outcome ._ . .'

SHINING: _'Twilight plays the Pageboy, Rarity plays the Countess . . ._'

APPLEJACK: '_. . . should you dare to . .'_

PINKIE:'. . ._ when you once again_ . . .'

ALL: '_Light up the stage with that age old rapport! Sing, prima donna, once more!_'

DISCORD'S VOICE: _'So, it is to be war between us! If these demands are not met, disharmony beyond your imagination will occur!'_

ALL: '_Once more_!'

And after several negotiations and tickets sold one by one, the stage was lit and centering its bright lights on one dolled up Rarity as Snow White. (**I own no rights to the original story nor Disney's version and songs.) **She wore a neat ebony wig, wore a puffy yellow and blue corset dress with green ruffles. And with a smack of her red lips, she rode on a moaning Twilight in a cheap cow costume dragging the princess and her pet rock 'Tom' on her aching back. But once Shining winked at her in reassurance, she smiled and strolled on confidently.

RARITY: '_With a smile and a song,-"_She hopped off of Twilight and 'accidentally' kicked her side, making Twilight moan in pain and the spirit growl in rage.

"OUTRAGEOUS!" The audience gasped in fear, and several young fillies grabbed their mothers and sobbed. "GOTTA LOVE IT!" But soon, Trixie and Luna appeared from Box Five and calmly shushed the audience.

"Do not fear, folks. We'll have the show up and running momentarily." But suddenly, Trixie slipped on a trail of suds that soaked the stage. Luna tripped as well, except she was soon dunked in piles of peppermint patties. Rainbow Dash quickly shut the curtains, leaving the audience to glance at each other awkwardly, debating whether one should leave or stay for more crazy surprises with their eyes.

Soon however, the curtains opened to Pinkie Pie in her deep purple and black cancan outfit and smiling slyly at them. '_I drive these brothers crazy-'_**(This is a 'Black Eye Peas' reference from their song I don't own, 'My humps.')**

"Oh for goodness sake!" Pinkie soon huddled over to Twilight backstage and hugged her fiercely in fear of the phantom. "And did I not advise you FREAKS to keep Box Five EMPTY?" Pinkie, Twilight, and Rarity were suddenly pushed onstage, to make an attempt to distract the departing crowd.

"It-It's him," Twilight squeaked. "I-I know it is!" Rarity then pushed her to the ground and hissed in her face.

"You little impish toad! You waste of such gifts! Be mute and stay mute!" But suddenly, a shiver captivated her spine, and in the lurking shadows, Discord smiled wickedly at the prima donna.

"A toad, Rarity? Perhaps it is you who is a toad….."Rarity's eyes soon glazed into disoriented swirls to Twilight and Pinkie's fear. They backed away from her until Rarity regained consciousness.

"What is it, you idiots? I must now sing-" She cleared her throat and sang, '_With a smile and a-"_Rarity abnormally croaked among her failing attempts. _'a-a song- CROAK!'_ Some of the ponies in the audience paused to cackle at the croaking diva, and Rarity rushed off the stage in tears.

"YES! YES!" Discord laughed menacingly among them. "SHE BRINGS THE GALA DOWN ON ONE NOTE!"

"I-I cannot go, miss," Rarity whispered to Luna, ashamed of herself. Luna and Trixie briefly ignored her, ushered the other two mares off the stage, and shushed the audience once more.

"Ladies and gentle mares," Trixie began. "We shall continue with our production of 'Snow White' with Twilight Sparkle as 'Snow White.' In the meantime, please enjoy the accommodations of musical pieces by Miss Fluttershy." She signaled for Fluttershy to start, and the shy pegasus did so with a shake of her head.

"Really everypony," Luna improvised briskly, while she and Luna snuck for a chance to exit. "Truly an accident…" Her eyes trained to the police patrol now entering from several audience calls. "…I can assure you that…."

"So what are we dancing to Mom," Pinkie asked Applejack optimistically. Applejack gave her adoptive daughter an incredulous look and shoved her off with the other chorus mares.

"My humps. What do yah think?"

"You're not under his lying spell again are you," Pinkie asked with a pout. Applejack shuddered at the memory, but resumed to pushing her daughter back on track. Twilight, meanwhile, rushed into Shining Armor's arms.

"Oh Shining! Shining Armor!"

"Sh Sh, come with me-"

"NO!" Twilight pulled him to the nearest staircase. "Let's go to the top of the gala. We'll be safe there from him…" And soon, the two were off and about to the top, unaware that Discord was slinking and stalking them with sharp, mismatched, mahogany eyes.


	5. Chapter 5

Chapter 4

Twilight smeared the black and white makeup off her face, while ripping off her cow costume to the nearest passerby servant. Shining Armor was right on her tail, pondering over why in Equestria she wanted to speak so privately with him. They've been so close and yet so far to each other for several lives, one life time spent as young fillies on the chase, the next longing for the other's appearing existence. And now, he almost had her to cherish until this ridiculous 'phantom' scooted into her fears and torments. Of course, the Captain of the Guard had served the armed forces and the sorcery specialty forces for years, and not to mention he had tamed or demolished several beasts for the sake of harmony. He was not naive to the face of even chaos; this phantom was a cowardly fake.

His childhood friend, however, didn't exactly see his reasons eye to eye, yet Shining was determined to comfort her after he asked her one critical question.

SHINING: _'Why have you brought us here?'_

TWILIGHT:_ 'Don't take me back there!_'

SHINING: '_We must return!'_

TWILIGHT: '_He'll kill me!'_

Her violet eyes were now wide and terrifying Shining as she paced, yet he managed to keep a stony face, as they reached the top of the Gala.

SHINING: '_Be still now . ._ .'

TWILIGHT: '_His eyes will find me there!'_

SHINING: '_Twilight, don't say that . . ._'

The poor unicorn was oblivious to her best friend's soothing words; her thoughts were centered on his face, his lair, and his power. She could still imagine his mismatched eyes boring into her soul, graying it.

TWILIGHT: '_Those eyes that burn!_'

SHINING: _'Don't even think it . . ._'

TWILIGHT: _'And if he has to kill a thousand then -'_

Was he capable of killing thousands all for the price of corrupting the Gala to his random design? Shining Armor brushed the thought aside and tried to approach Twilight softly once more.

SHINING:_ 'Forget this waking nightmare . . ._'

TWILIGHT: '_The Phantom of Equestria will kill . . .'_

SHINING:_ 'This phantom is a fable . . .Believe me . . _.'

TWILIGHT: _'. . . and kill again!_'

Shining followed her to the gala's perch, watching the quickening sun set down and display its bright orange rays upon deep purple clouds and upcoming starlights. He grew stern when noticing how distracted Twilight was; she always loved an exotic sunset, but not with the Phantom lurking and taunting her into vulnerability.

SHINING: '_There is no Phantom of the Opera . . _.'

TWILIGHT: '_My grace, who is this one . . _.'

SHINING: '_My grace, who is this one . . _.'

They began to circle around each other, boring their eyes into each other's desperately for specific answers on the mystery at hand.

TWILIGHT:_ '. . . who hunts to kill . . .?_'

SHINING_:.' . . this mask of death . . .?_'

TWILIGHT:_ 'I can't escape from him . . _.'

Twilight clutched her ears in an attempt to rid the Phantom's appearance and soothing notes in her mind.

SHINING: 'W_hose is this voice you hear . . _.'

TWILIGHT: _'. . .I never will!_'

SHINING: _'. . . with every breath . . .?'_

Both ponies soon spun around each other with their arms locked with the hopes of temporarily promised protection.

BOTH: '_And in this labyrinth, where night is blind, the Phantom of the Opera is here: inside your/my mind . . .'_

Shining gently cupped Twilight's chin and tilted it so that she was gazing pleasingly into his blazing blue eyes.

SHINING: '_There is no Phantom of the Opera . ._ .'

Twilight gently whisked his hoof away and turned her attention to him.

TWILIGHT: _'Shine, I've been there - to his world of unending night . . .To a world where harmony dissolves into chaos. . .chaos…Shine, I've seen him! Can I ever forget that sight? Can I ever escape from that face? So distorted, deformed, it was hardly a face, in the chaos….chaos…_.'

Suddenly, Twilight's eyes glazed over in a dreamy trance, and a smile gracefully crept on her face. "But…he set me free, Shining. It's scientifically impossible but…..metaphorically, it was sheer bliss and divine, spiritual comfort….."

TWILIGHT: _'But his voice filled my spirit with a strange, sweet sound . . .In that night there was music in my mind . . .And through music my soul began to soar! And I heard as I'd never heard before . ._ .'

She remembered the Phantom…Discord's laugher, which was musically enticing to her ears. His voice was also, as he would've put it, the icing on the fudge brownies. And in all of these months of handwork and rolls in theatre, whenever she needed a shoulder to cry on or a snack to devour after hours of ballet lessons, Discord was always there. Shining Armor, however, was not as amused as she was and felt that her protection was idle to his own beating heart.

SHINING: '_What you heard was a dream and nothing more . . .'_

TWILIGHT: '_Yet in his eyes held all the sadness of the world . . .Those pleading eyes, that both threaten and adore . . _.'

SHINING:_ 'Twilight . . .Twilight . . ._'

The Phantom used Shining's pleas for his haunting echoes for his angel.

PHANTOM'S VOICE: '_Twilight….'_

TWILIGHT: '_What was that? Shine-"_

He embraces her lightly, and the trembling mood alters to a comforting mood, blanketing Twilight from her worries and fears for the blissful moment with her Shining Armor.

SHINING: _'No more talk of chaos. Forget these wide-eyed fears. I'm here, nothing can harm you - my words will warm and calm you. Let me be your freedom, let daylight dry -your tears. I'm here, with you, beside you, to guard you and to guide you . . .'_

TWILIGHT: _'Say you love me every waking moment, turn my head with talk of joyful times . . .Say you need me with you, now and always . . .promise me that all you say is true - that's all I ask of you . ._ .'

He whirled her around with a promising grin, and they touched cheeks while blushing merrily in harmony. He would never ever let her go to the face of nightmares, as long as she was there to promise her own love for him.

SHINING: _'Let me be your shelter. Let me be your 're safe: No-one will find you. Your fears are far behind you . _. .'

TWILIGHT:_ 'All I want is freedom, a world with no more night . . .and you always beside me to hold me and to hide me . . _.'

The violet unicorn was now crying tears of joy instead of sadness, and Shining Armor wiped them away and kissed them off her cheeks.

SHINING: '_Then say you'll share with me one love, one lifetime . . .Let me lead you from your solitude . . .Say you need me with you here, beside you . . . anywhere you go, let me go too -Twilight- that's all I ask of you . . ._'

They pranced around the top of the Gala, unaware that Discord's eyes were widening in rage. But even if they noticed, they were too drunk with the promises of eternal assurance and comfort in each other's arms from any frightful storm.

TWILIGHT: '_Say you'll share with me one love, one lifetime . . .Say the word and I will follow you . . ._'

BOTH: _'Share each day with me, each night, each morning . . ._'

TWILIGHT:_ 'Say you love me . . ._'

SHINING: _'You know I do . . .'_

BOTH:_ 'Love me -that's all I ask of you . . .'_

Their kiss sent sparks across the twilight sky, sparks to their flushing faces and passionate contact, and sparks that stabbed one draconequus' heart until it was forced to crack. But being the twisted spirit he was, Discord shrugged the dreaded feeling off and resumed to spying on them viciously and enviously like a predator on the approach.

_'Anywhere you go let me go too . . .Love me -that's all I ask of you . .'_

Both of them pulled from their kiss with awkward bliss, and Twilight was the first to stutter. "Um…W-We….I should get going….They're probably worrying…."

"I'll always love you, Twilight…" Twilight nodded with a goofy grin and blew him a kiss.

"Order your servants to the front, my love."

"And soon I'll be there to protect you," Shining Armor swore as she exited. Twilight mirrored his joking salute.

"Always is what I ask, Shining. Always." And as they both departed to the front of the Gala, Discord slinked from one statue of a roaring hydra.

"Mares….you can give them it all, only to have it dumped!" He kicked a spare shard and watched it tumble into the pebbled gardens below with a pout.

DISCORD: _'I gave you my music . . .made your song take wing . . .and now, how you've repaid me: denied me and betrayed me . . . He was bound to love you when he heard you sing . . .Christine ...Christine …You're a pain in-_'

The lovesick mares soon interrupted him with their song of fondness and undying love.

SHINING/TWILIGHT: _'Say you'll share with me one love, one lifetime . . .say the word and I will follow you . ._ _.Share each day with me, each night, each morning . . _.'

PHANTOM: '_You will curse the day you did not do all that the Phantom asked of you . . .!'_

As Twilight emerged from her dressing room dressed as Snow White, she shuddered when hearing Discord's moronic laughter. "I'm", she squeaked. "I am NOT afraid of you!" She spotted Discord balancing himself on an appearing and odd pile of rubble smacked down in the middle of the private hallway, and he dumped it all at her hooves. "What…What is this this?"

"Tis a pity," Discord mocked with a wicked grin. He then gently traced her cheek with his eagle claw and adjusted his mask near her face. "Lovely you are, but you're terribly naive. Have you not done your research? With your mother?"

"What…."Her horn soon glowed dangerously, as her eyes narrowed. "What do YOU know about my mother?"

"That she enslaved me sweetheart," Discord spat unforgivably. "Sending her long gone and packing!"

"That's not true!"

"Oh but if YOU play your cards right Sparkly wine-" He sipped his chocolate milk and dissolved, leaving more rubble to poke her face. -"You'll be free from my wrath and never GO!"


	6. Chapter 6

Chapter 5

"Ow! Watch where you're heading-"

"Trixie? Is that you, friend?" The cerulean mare recognized the stern feminine voice and beamed at Luna. All around them, the fantabulous Gala was up now in full and high time excitement. Guests in distorted but colorfully exquisite furs, costumes, but above all, masks filled the several glimmering columns and centre staircases. And to both of their amusement, both mares held golden chalices of honeyed wine and clinked their drinks before sipping. "Oh Trix! What a night and all for the love of our folks!"

"Indeed," Trixie slurred slightly, while adjusting her silver mask and Luna's deep purple one. "And with no phantom to join us…heh, pity." They both giggled like two school mares and followed one scolding mother and her daughter, Pinkie Pie in a bouncing candy dress.

"Now Pinkie," Applejack warned. "I told you what them candies do to you at parties-"

"I won't drink again, Mommy!" Pinkie pouted with her crystal blue eyes boggling adoringly. "After all, we're soon gonna work again, aren't we?" Applejack had to nod to that, and with one look at Pinkie's eyes, that dang sweet mare got anything she wanted.

"Fine you spoiled one you,"Applejack sighed with a melodic chuckle, gently pushing her to the centre. "But no funny business like last time, yah here?"

"Okey dokey lokey!" She gasped as several of her friends were now dressed as lions, fops, chimpanzees, and toads and playing the cymbals, juggling paper plates, or simply joining her in the conga line. "Great party, everypony! Now let's get our throats warmed up with-"

"Wine," Rainbow Dash suggested, before being smacked on the head hardly by Applejack. "Hey darling, I was just spitting-"

"No silly willy!" Pinkie Pie then professionally cleared her throat and 'conducted' the others into a triumphant chorus of togetherness and prideful celebrating.

CHORUS: '_Masquerade! Paper faces on parade . . .Masquerade! Hide your face, so the world will never find you! Masquerade! Every face a different shade . . .Masquerade! Look around - there's another mask behind you!'_

Pinkie Pie and Applejack were among them all, jumping and grinning from ear to ear at their eager friends. Pinkie Pie and her mother soon 'waltzed' crazily to an amused Rainbow Dash, and Applejack handed the stage hoof a hearty glass of apple cider.

"For good riddance," she winked. "And your suit doesn't look as cheeky as you made it sound." Dash aloud herself to chuckle and shove the cowpony playfully into back into the crowd.

"And your dress is one killer!" Applejack flushed slightly at that, looking humbly down at her bright orange dress that reached her mid legs and secured in a lime green vest. Luckily, her bubbly and random daughter, now changed into a bright yellow cheerleading outfit, pumped out her pompoms and landed in her mother's arms.

"C'mon everypony!" PINKIE: _'Flash of mauve . . .Splash of puce . . .Fool and king . . .Ghoul and goose . ..Sing with me!'_

CHORUS_: .Green and black . . .Queen and priest . . .Trace of rouge . . .Face of beast . . _.'One guest after the other danced with Pinkie with their own individual and hilarious styles, stallions and mares alike. Applejack shook her head, but smiled nonetheless. Every party was Pinkie's glorious domain and moment to shine, and she had no say to scold her adoptive daughter and rid her from her happiness.

After all before Applejack had adopted Pinkamena Diane Pie, her life had been filled with nothing but agonizing sorrow after her parents and siblings perished in a raging fire. And if that wasn't enough, several orphanages spelled jail for Pinkie, and the only couple kind enough to adopt her abused her to no end. That is until Applejack found her hidden and shivering in her barn, running away from her foster parents before they shipped her back to 'the place'. She was only a fragile filly then with a stomach the size of the meat on one of her own legs. Applejack took her in not only in pity, but after several months, some hidden talents and sparks were detected whether she spoke or sang or rescued and cheered strangers. Pinkie Pie had a heart of gold, a nerve of steel, and a love for optimism and excitement. And as the years passed and Pinkie grew lovelier and lovelier, her aura only pleased Applejack more and more until the cowpony called her her own without realizing it. It was awful for an honest pony such as Applejack to be so..possessive….but truthfully, Pinkie Pie was the one child in her life that had filled the major gap in her life.

So who was she to question her daughter's enthusiasm? Applejack was there to encourage Pinkie Pie, even when forcing herself into the song with her.

APPLEJACK:_ 'Faces . . .Take your turn, take a ride on the merry-go-round . . .in an inhuman race . . _.'

Pinkie Pie welcomed her mother into the chorus and spun around with her while giggling.

APPLEJACK/PINKIE: '_Eye of gold . . .Thigh of blue . . .True is false . . .Who is who . . .?_'

APPLEJACK/DASH: _'Curl of lip . . .Swirl of gown . . .Ace of hearts . . .Face of clown . . .'_

PINKIE/DASH: _'Faces . . .Drink it in, drink it up, till you've drowned-_'

ALL:_ '-in the light . . .in the sound . . .'_

Near the three giddy mares, Twilight and Shining Armor were entering and dizzied by the enticingly and yet so mischievously masked faces around them. It was impossible to tell which pony was familiar or unfamiliar, a friend or a foe, at least without questioning them and risking being too close for comfort.

SHINING/TWILIGHT: _'But who can name the face . . .?'_

ALL STALLIONS: '_Masquerade! Grinning yellows, spinning reds . . .Masquerade! Take your fill - let the spectacle astound you_!'

ALL MARES:_ 'Masquerade! Burning glances, turning heads . . .Masquerade! Stop and stare at the sea of smiles around you!'_

Whether they welcomed the crowd or not, both Shining Armor and Twilight were soon pushed into the crowd, but smiling in the thrilling atmosphere all the while.

ALL: '_Masquerade! Seething shadows breathing lies . . .Masquerade! You can fool any friend whoever knew you! Masquerade! Leering satyrs, peering eyes . . .Masquerade!Run and hide -but a face will still pursue you!'_

In all the hustling and bustling, Luna, Trixie, Rarity, Spike, Pinkie Pie, and Applejack grinned politely to each other. They all agreed that they were all relived and excited about their long release from any musical nightmares droning on and on.

APPLEJACK: '_HOO WEE! What a night!_'

PINKIE: '_Yeah, what a crowd!'_

TRIXIE: '_Makes you glad!'_

LUNA: '_Makes you proud! All the creme! All the creme!'_

RARITY: '_Watching us watching them!'_

APPLEJACK/PINKIE: '_And all our fears are in the past!'_

TRIXIE: _'Six months…_'

SPIKE: '_Of relief!'_

RARITY: '_Of delight!'_

TRIXIE/LUNA: '_Of much needed peace!'_

PINKIE/APPLEJACK: '_And we can breathe at last!'_

RARITY: _'No more notes!'_

SPIKE: _'No more ghost!'_

APPLEJACK: '_Here's a health!'_

TRIXIE: '_Here's a toast: to a promising year!_'

LUNA: '_To the new year of cheer!_'

SPIKE/RARITY: _'And may its splendor never fade!'_

LUNA: '_Six months!'_

APPLEJACK: '_What a joy!_'

PINKIE: '_What a change!_'

LUNA/TRIXIE: '_What a blessed release_!'

TRIXIE: '_And what a masquerade!'_

"And would you care to dance Spiky," Rarity asked cheerfully, holding out her alabaster hooves out to a starry-eyed baby dragon. Pinkie Pie giggled to herself all too knowingly, and even Applejack excused herself from the group to cackle privately to herself at Spike's pricelessly drooling reaction.

"Uh-…Any-Anything for you…." He gently took her hand with his back straight, as he lead her into his waltz he had practiced on for several months. And not too far away from them, Twilight was speechless at the lavender diamond Shining Armor had presented it to her. With a smile and a few tears leaking out from her eyes in joy, she looped the ring into her late mother's magenta crown given to her on the day her powers were discovered with destined potential. Her mother Celestia had always wisely told her that one day, that crown was going to vitally ensure her grace and decisive loyalty and love when most needed under harmony's entitlement. One day, Twilight Sparkle would be revealed as one very special pony.

"But who am I mommy," Twilight remembered herself asking her smiling mother repeatedly as a young filly. "Will I be as pretty and smart as you, mommy? Because I wanna be! But will I…be a good pony?And….who am I, mommy? What can I do?" Celestia only smiled fondly at her daughter and nuzzled her gently.

"Time will reveal its gifts, my child. When you grow older, I know you'll be one of the prettiest, smartest, and kindest of all ponies, Twilight Sparkle. One day, your destiny will unravel." Now Twilight Sparkle was fully aware of her intelligence. Heck, sometimes the wisest ballet dancer within miles, Applejack, even needed to be corrected once in a while. But when it came to beauty and innocence, poor Twilight was also, as Discord had put it, drastically naive. And maybe her naive state was holding her back from revealing her engagement to Shining from the others.

"Think Shine. A surprise engagement!" She managed to smile confidently at him as he pouted in doubt. "They'll be humorously surprised! Don't' you want to surprise them?"

"Why must it be a secret to keep?" He tried to keep firm eye contact at her, yet they both knew she was being paranoid over one gratefully unnamed spirit.

"Let's not quarrel now-"

"It's not wrong-" Twilight quickly pecked him on the lips and lead him into a slow dance.

"Please not now, my darling." Shining Armor sighed disagreeably, but soon nodded when gazing into her pleading eyes. "Soon, we'll have our happy ending play out on its own."

"I do hope so, my beloved." But while distracted in his own thoughts, Shining Armor had managed to allow Twilight into the arms of another masked stallion without thinking. Twilight danced politely with him for good courtesy, yet every time they peered deeper into her periwinkle butterfly as she into their masks, Twilight only saw _his _face detail by detail. The snaggletooth peeping out of the corner of his smirking lips, his shiny white mask still revealing his mismatched eyes, his fuzzy lion paw and eagle claw on her sides, and other memories filled her mind mask after mask and causing her to trip. But thankfully, Shining Armor spotted her through the mass of ponies and expertly caught her in his arms.

"Thanks," she muttered before they both smiled at each other and joined the other smiling faces on the marble staircase for the song's climax.

PINKIE: '_HIT IT!_'

ALL:_ 'Masquerade! Paper faces on parade! Masquerade! Hide your face, so the world will never find you! Masquerade! Every face a different shade! Masquerade! Look around - There's another mask behind you! Masquerade! Burning glances, turning heads . . .Masquerade! Stop and stare at the sea of smiles around you! Masquerade! Grinning yellows, spinning reds . . .Masquerade! Take your fill -let the spectacle astound you!'_

Suddenly, everypony and creature turned their attentions to one very amused by threatening figures slinking down the stairs. He wore a blood red cape, black rubber rain boots, and a flamboyant hat of grey and orange feathers. His mask, several ponies including Twilight noted, was skeletal and only made the snarl on his lips more predatorily frightening. But what made each being in the room besides the student and the teacher jump was his laugher. "You…."He dried the tears in his eyes. "You should've seen your faces! Priceless without a doubt?" He slithered over to two wide-eyed managers. "Aww, no words for the REAL one in charge? What? You need a song to get the point?"

"I like songs," Pinkie chirped, before being shushed by Applejack. Discord raised his eyebrows at the party pony and chuckled at Applejack's protective state.

"Mothers, eh? Good to see that you have a healthy kid now, AJ? Now remember that one time…Oh well! I'd hate to spoil all the fun! Back to business!" He grabbed a microphone from one trembling group of crusader classmates in their karaoke show. "If I may…Test, test, gag, gag!"

DISCORD: _'Why so silent, good ponies? Did you think that I had left you for good? Have you missed me, good ponies? I have written you an opera!'_

He pulled out the giant transcript and threw it at Luna and Trixie's hooves.

DISCORD: '_Here I bring the finished score -"Don Juan Triumphant"!_ _I advise you to comply - my instructions should be clear - Remember there are worse things than a shattered statue here…_'

Discord suddenly then ushered for one entranced Twilight to his side. "Huh…" He examined her crown and growled at the wedding ring dangling on her violet horn. "Oh boy, Sparkle wine…You cracked the code to…." He ripped the ring off her horn, ignoring her gasp in shock. "DISOBEDIENCE! _Your chains are still mine -_

_you will sing for me!_

And with one shake of his shoulders, Discord dissolved and left a cotton candy cloud to torment some of the guests with its goonies. Twenty minutes after that scene, Shining Armor chased one frantic cowboy down backstage, knowing full and well that she was the longest employed member of their staff. "Miss AJ! Please! I seek information about this phantom-"

"Please Captain," Applejack begged, ignoring his frown. "I know no more than the rest of these new shots. Go on and get prepared for our next show."

"But it's for the sake of our safety and others!" He reached out to tap her shoulders, yet Applejack flinched and smacked his hoof away.

"Watch it, son-"

"Please." Applejack sighed at his innocent pleas and beckoned for him to sit. And once they did on two prop stools, she sighed before informing him of the tale.

"Legend has it that this phantom, the Phantom of Equestria fell in love with the lost princess Celestia long when he was as innocent as you and me." Shining Armor gasped at this, not aware that Twilight's own mother was involved in this or that she was the lost princess. Yet, he stayed silent, and Applejack willed herself to continue. "His misfortune lied within his mask. His distorted face was his marked curse, and he was even enslaved and blamed and displayed as a villain when declaring his vows of strange 'enjoyment.' But others found his ideas monstrous, so he had no choice but to give them what they wanted. However, Celestia had done what she should have….in stone….And the world erased his existence for years…until now…"

"He spoke of a statue," Shining replied slowly, remembering what he had said back in the ballroom. "His statue…Twilight's crown she wore now…She wore it, the princess, didn't she?" Both Applejack and Shining Armor's eyes widened in fear for the young soprano. "Oh my…Miss! Twilight might just get killed under his power seeking wrath and- She stood up, unable to hear it. "And where are YOU going? I beg your pardon, but I need you to-"

"Captain," Applejack hissed sadly. "I've seen far too many accidents under his wrath than you can even imagine in dang war, thank you very much. I have said far too much, so if you'll excuse me…" She raced down deeper backstage, ignoring his shouts for the sake of her temper and increasing worries.

"Miss Applejack!"

**Forgive me for changing this scene a bit, but I felt like Pinkie, Applejack, and Dash needed their own solos, especially the enthusiastic Pinkie! It's a masquerade aka her kind of masked party! Anyway, I'd appreciate a review, but even you reading my fanfics is treasurable.**


	7. Chapter 7

Chapter 6

"You managers DISGUST ME!" Spike hopped onto Trixie's desk and met her eyes until they were forced to cower deeper into her skull and widen. "Rarity is what you have claimed THE happening, and now one spoiled little imp with the mind of a runt is taking over!"

"Exactly!" Rarity hopped next to Spike wearing her rings of furs and glistening mask. She hastily took it off to glare at Luna. "The bewitched one! She's behind ALL of this, you idiots!" Even when they have seen what had happened both Spike and Rarity were aristocratic creatures and not fools to the face of ambitious peasant folk with vile schemes. Twilight Sparkle was now their accused and valuable example.

"Please get down," Luna ordered, before receiving another deadly glare from Rarity.

"My part is not HALF as much as that vixen," Rarity whined.

"That shrewd she-demon," Spike added while grunting.

"It is already set," Trixie whispered in doubt, while giving Luna an 'are you sure about this' glance. Luna nodded briskly, knowing full and well that if this mad phantom wanted Twilight Sparkle, he was going to get Twilight Sparkle for their and their cast's sake. And one moment later, the star herself entered with Shining Armor and two worrisome mares known for their ballet slippers.

"Well if it isn't the beauty herself," Rarity hissed dryly to herself. "Darling, DO tell us where you've earned such a voice from one beggar on slaughter-"

"You HUSH now," Shining Armor snapped, quite infuriated already by how vulnerable Twilight seemed in his arms. He turned to the hesitant managers. "I believe we all see eye to eye-"

"Without one choice," Trixie muttered bitterly. Then, Rarity smacked her glossy royal purple mane in Twilight's face.

"I know you're BEHIND this, you VIXEN!"

"How could you…." Twilight's horn began to glitter suddenly, spitting sparks in Rarity's direction. "How DARE YOU? This is NOT a part of my DOING!"

"She's possessed!" Spike soon fainted in a frowning Pinkie's arms, while Rarity squealed and hopped into a cowering Trixie's arms.

"You cannot possible hire such a repulsive witch! Spare us and not blind us!" Twilight's eyes were white now, and every other pony backed away and waited for one single outburst.

"You don't know! I don't even want a part, you EVIL-" Luna had miraculously reached her from her temperamental state, and that one touch of the soothing hoof calmed her.

"Moonlit caress," Luna explained to the others calmly. "Works all the time, and you, Twilight Sparkle, MUST perform!"

"And if I do not," Twilight hissed back before every other pony surrounded her to either persuade or comfort or ridicule her. And even Spike was up and about, glaring accusingly at her.

"You have a duty!"

"He wants only you and you alone-"

"I will NOT sing," Twilight whimpered, while trying to push her way out. Suddenly, she tripped into Applejack's arms while the cowpony was scanning over the next and secretive letter from the phantom. "AJ…."

"Alright, sugar cube. I guess it must be read." Applejack cleared her throat and began to read. But not too long after, Discord's voice interrupted hers while reading it. _"Greetings to you all! I have just some pleasant reminders that may as well be taken with caution. Fond instructions here; Rarity must learn to ACTUALLY act and nor parade repugnantly on the stage. Spike the baby must loose his baby fat since he claims he's out of the infant stage; Rhyme-0! It's not healthy for his age! And my managers….hmm…Oh, right! They must learn who's BOSS, BEAST, and BANGING their heads for running MY gala!…..Ah and the star herself, Miss Twilight Sparkle….no doubt she'll succeed in being the star. However, she too must learn who's the teacher and who see must return to when all is said…..Her teacher, Her….teacher….Tata, Discord.'_

Shining Armor hums to himself before pacing around the others with a new, cleverly formed plan branded in his mind.

_SHINING: 'We have all been blind - and yet the answer laughs at us in the face . . .This could be the chance to ensnare our witty friend . . ._

_TRIXIE: 'We're listening . . .'_

_LUNA: 'Go on.'_

_SHINING: 'We shall play his game - perform his work - but remember we hold the ace . . . For, if Miss Sparkle sings, he is certain to attend . . .'_

_TRIXIE: We make certain the doors are barred . . '._

_LUNA: 'We make certain our men are there . . '._

_SHINING: 'We make certain they're armed . . .'_

LUNA/TRIXIE/SHINING: _'The curtain falls- his rein will end!'_

Rarity and Spike gave each other unsure glances, and Pinkie attempted to calm her fumbling mother down before she stomped over to Shining Armor. "Are you mad," Applejack hissed. "You are not capable of what he can do-"

"-And YOU are," Shining shot back, while he and the two managers cowered her. "So do help us!"

"I refuse-"

"Then keep your wits on your dancers' clumsy hooves," Trixie snapped.

"I'm not clumsy," Pinkie cried. "And Twi here is NOT insane Miss Has-been!" Rarity screeched at Pinkie's insults and attempted to yank her bouncy mane off her scalp.

"Say that again you freaky friend of the freak-"

"Leave Pinkie alone!" Twilight bravely jumped into the center, narrowing herself down as the center of attention once more.

"So you will sing," Luna pressed, while subconscious inching closer to the soprano, and the others followed eagerly with their eyes trained on her. Applejack gripped Twilight's hooves gently.

"Y'all don't scare the child over a monster who'll devour you all-"

"DEVOUR?" Trixie craned her neck at Applejack fearfully. "You're all mad! If Twilight cannot sing tonight, nopony can!"

"I will announce again the vixen is GUILTY!" Spike attempted to slap Twilight while Rarity smirked fondly, but Shining swat his hand away and glared suspiciously at Applejack.

"Or maybe little Miss Shoeshine here is on the side of this phantom…."

"LEAVE MOMMY ALONE!" Pinkie wrapped herself into the tightening circle around Twilight, and the poor unicorn found it even difficult to breath.

"I WILL GO MAD IF YOU ALL WON'T STOP!" They all faced her in shock, and now both her horn and crown were glowing, but more in a healing way than in an ominous and defensive way. Her violet eyes were damp with tears, and her mane was slightly but beautifully disheveled and only making her look even more terrified but innocent than she originally was.

TWILIGHT: 'Raoul, I'm frightened -don't make me do this . . .Raoul, it scares me - don't put me through this ordeal by fire . . .he'll take me, I know . . .we'll be parted for ever . . .he won't let me go . . .What I once used to dream I now dread . . .if he finds me, it won't ever end . . .'

Twilight's horn and glow began to stop glowing, but her eyes were now brighter and even slightly dilated in a spellbound trance of the future weighed before her.

_'And he'll always be there, singing songs in my head . . .he'll always be there, singing songs in my head . . .'_

"She's cracked," Rarity muttered with a surprising hint of worry. Shining attempted to stroke her trembling back, but one touch made her jump and twitch in fear.

"I-I'm not going to harm you Twi," Shining promised. "Yet if he lives, we'd be forced to follow him eternally to his wrath."

TWILIGHT: _'Twisted every way, what answer can I give? Am I to risk my life, to win the chance to live? Can I betray the one who once inspired my voice? Do I become his prey? Do I have any choice? He kills without a thought, he murders all that's good . . .I know I can't refuse and yet, I wish I could . . .Oh hope - if I agree, what horrors wait for me in this, the Phantom's opera . . .?'_

She almost exited the ballroom, before Shining tenderly held her back and whispered, "I'll protect you, Twilight. Please do not assume that I do not care for you. I do with my whole beating heart. I just need to stay calm and….be with Tia's grace. Will you…. for me….for us?" Unable to answer with all the thoughts of betrayal and sadness looming over her, Twilight dashed out of the ballroom and quickly went backstage to change for their performance knowing she was left without another option.

Ten minutes later, Fluttershy briskly tapped as one committed conductor with her baton for Spike to start them off.

SPIKE: 'For those who dare to face Don Juno-"

"Juan," Fluttershy corrected with a small sigh. "Sir, the correct phrase is; 'For those who dare to face Don Juan-"

"Oh who gives a darn?" Twilight winced from a sudden energy bubbling next to her and gasped at the rainbow maned stage hoof. Rainbow Dash was now grayer and practically paler than the last time Twilight had glanced her teasing Applejack. The cyan pegasus growled at Twilight with a shrug.

"Look kit, I'd love to settle, but Cloudsdale is my domain-"

"Dash," Fluttershy squeaked, noticing the obvious tension between the flushing soprano and the impulsive stage hoof. "Resume to your duties backstage please."

"What a flutterb-"

"Twilight! YOUR line!….Please?" Twilight jumped and nodded to the moody conductor.

TWILIGHT: 'Indeed for rough pastures only lead to rough obstacles of battle. But my sweet, we must press on for the greater good and for our people.'

RARITY: 'Yes! Yes! No pony to care for what is wrong or right!'

FLUTTERSHY: 'Please miss. Hold tight.'

Suddenly, the piano without its pianist rapidly banged several slow but wild jumbles of thundering notes that bellowed and hypnotized the cast aside from a wide-eyed Twilight. "Everypony?" They ignored her with their swirling eyes, and Twilight accidentally bumped into Pinkie. "Sorry, Pinkie. But you gotta help me help the rest-"

"Why," she sang bitterly and robotically with a snarl. "_Gonna laugh later, sweet maiden in the thrill?"_

RARITY: '_We wouldn't want to spoil your fun and chill! Now hands off my boulder Tom!'_

"I beg your pardon-"

APPLEJACK: '_Lies, lies, lies! That's what I'll say!'_

DASH: _'Until we're left to bow and die for our teacher today!'_

SPIKE: 'Your time will come-'

FLUTTERSHY: '_Every lesson has its price!_''

SHINING: '_In time, sweet maiden, you'll have to sacrifice!_''

Twilight backed away further and further and out the door in panic.

TWILIGHT: 'I_n sleep he sang to me, in dreams he came . . .that voice which calls to me and speaks my name…_'

She opened the door and smiled to herself as birds welcomed her to the neighboring graveyard.

.

_'Little Twilight thought of everything and nothing . . .Her mother promised her that she would send her the Angel of Music . . .Her mother promised her . . .Her mother promised her . .'_

Each year, Twilight would visit her mother in the honorable cemetery just to send her a bouquet of fresh roses or sunflowers. They, with her words, hopefully reminded her radiant mother how much her only daughter missed her so very much and dreamed of her beaming face almost every night ever since her death. Tears once again threatened Twilight's as she solemnly walked to her mother's grave while placing a long, black veil over her face in brief mourning in honor of her mother. "Oh mother…Why must you have left me with one wound of the sword? Why slain your own self with immortality in….in your grasp?We-We….We all could've lived…..forever…."

TWILIGHT: '_You were once my one companion . . .you were all that mattered . . .You were once a friend and father - then my world was shattered . . .Wishing you were somehow here again . . .wishing you were somehow near . . .Sometimes it seemed if I just dreamed, somehow you would be here . . Wishing I could hear your voice again . . .knowing that I never would . . .Dreaming of you won't help me to do all that you dreamedI could . . .'_

She remembered the night her mother's younger sister had passed away, and Twilight was only a mere infant. But with one breath, she muttered one questioning but comforting word. "Angel?" Princess Celestia found all of her worries melt at her daughter's first word and hoped a ray of hope through her sadness.

"Yes Twilight," she whispered with tears in violet eyes that Twilight now brightly mimicked in a darker shade. "My daughter, your beloved aunt it now with the angels. Thank you, my daughter. Now how about we read a nursery rhyme together before bed. Shall we?" Twilight giggled and nodded eagerly, taking her mother's hooves with her own tiny ones and strolling to her exotic nursery that mirrored the stars above. Of course as a toddler, Twilight never knew her mother was one of the wealthiest and higher officials of royalty or even cared. She loved her mother rich or poor, with or without the fancy crown and riches and assumed she was dressing up for fun.

_'Passing bells and sculpted angels, cold and monumental, seem, for you,the wrong companions -you were warm and gentle . . .Too many years fighting back tears . . . Why can't the past just die . . .?_'

"MOMMY!" Twilight remembered how pale her mother was on her carnation pink mattress, how many servants were flustered and speechless when watching the princess elope her daughter into their last embrace. The invaders were vandalizing the castles's walls, and the servants were ordered to hide Celestia's child before they would finish the princess. "C-Come with us…"

"I'm soon to rise with the angels, my darling." Celestia tried to roll her head back and avoid her daughter's eyes. It was all too painful to see her young daughter being taken in by the common ponies. They were not trusted, but Celestia knew that there were more trustworthy ponies in Ponyville compared to the invaders in the gang. They were bloodthirsty for all ponies of royal blood, and Celestia was determined not only as a princess to keep her daughter alive, but as a mother. In fact, Princess Celestia had ordered her servants to leave her as one peasant, gratefully oblivious of her mother's royally wretched life and never to be the next in line. Princess Celestia would eternally be the last princess, unless, she had hoped to herself secretly, that Twilight was able to avenge her by slaying disharmony's spirit. But of course, the chances of that were as slim as Celestia surviving.

_'Wishing you were somehow here again . . .knowing we must say goodbye . . .Try to forgive . . .teach me to live . . .give me the strength to try . . ._'

"Listen to me, my daughter." She kissed her daughter's cheeks. "When I am dead and gone, I will send the Angel of Music to watch over you. But please remember, if you witness the being of disharmony set into stone….avenge me….Set him back into stone….But never kill…Do you understand me, love?" Confused but determined, Twilight nodded eagerly before being whisked away from the servants. "I love you…," Celestia breathed her last breath. "…My angel….My Twilight….I love you…"And before the servants's and Twilight's teary eyes, Princess Celestia had died and let her soul drift off.

_"MOMMY NOOO!" _In present day, Twilight leapt on her mother's grave and let her tears dampen the murky and muddy grounds. And while slightly muddy, Twilight was subconsciously graying with her crown. She also remembered being adopted by the smiling and perky Applejack and meeting her bubbly and adoptive older sister, Pinkie Pie, and being fed macaroni and cheese, loads of juicy apples, and several cupcakes that night. She was then at last after one single month in Ponyville's orphanage adopted. But even then and even now after more than ten years in Gala show business, Twilight Sparkle was still haunted by the memories of her late mother.

_'No more memories, no more silent tears . . .No more gazing across the wasted years . . .Help me say goodbye._'

Suddenly, Discord appeared before the crying mare and gently pet her head with a small, genuine smile.

DISCORD: '_Wandering child . . .so lost . . .so helpless . . .yearning for my guidance . . .'_

Twilight looked up from the grave, and gasped seeing Discord lazily perched on her mother's alabaster tombstone and hopping off. "Come now, Twilight Sparkle. Surely you know that I would never betray you." He held his lion paw out to her, as she narrowed her eyes at him in doubt. "After all, I'm you angel."

TWILIGHT:_Angel . . . or father . . . friend . . . or Phantom . . . ? Who is it there, staring . . . ?' _

_DISCORD: 'Have you forgotten your Angel . . .?'_

Twilight's coloring soon returned to her, as she slowly but cautiously trotted closer to Discord.

TWILIGHT_: 'Angel . . . oh, speak . . .What endless longings echo in this whisper . . .!'_

Shining Armor then emerged from the theatre and into the nearby shrubs, stealthily watching them and inching closer to them.

DISCORD:_ 'Too long you've wandered in winter . . .'_

He stepped closer and closer to her, as she does the same. And with his genuine grin still lighting his features, Discord spread out his arms to her.

SHINING:_ 'Once again she is his . . .'_

DISCORD_: 'Far from my far-reaching gaze . . .'_

SHINING:_ 'Once again she returns . . .'_

With the enticing moon reflecting in her eyes, Twilight stepped closer and closer to her angel no longer afraid but longingly dependent.

TWILIGHT_: 'Wildly my mind beats against you . . .'_

DISCORD_: 'You resist . . .'_

DISCORD/TWILIGHT_: 'Yet your/the soul obeys . . .'_

SHINING_: '. . . to the arms of her angel . . .angel or demon . . . still he calls her . . .luring her back, from the grave . . .angel or dark seducer . . .? Who are you, strange angel . . .?'_

DISCORD_: Angel of Music! You denied me, turning from true beauty . . .Angel of Music! Do not shun me . . .Come to your strange Angel . . .'_

TWILIGHT_: 'Angel of Music! I denied you, turning from true beauty . . .Angel of Music! My protector . . .Come to me, strange Angel . . .'_

The reflecting moonlight in Twilight's eyes had vanished, and her eyes were now black and dilated and on her angel's smirking face. Discord, now serious in his cunningness and mirth, held out his mismatched limbs to her and inwardly cheering. 'Finally! She's here!'

DISCORD_: 'I am your Angel of Music . . .Come to me: Angel of Music . . .'_

As Discord hypnotized Twilight with his drawled words and smirk, Shining Armor leapt from the shadows in anger and worry for his best friend and true love.

SHINING_: 'Angel of darkness! Cease this torment!'_

With a shrug of his shoulders, Discord ignored the protective captain and continued to invite Twilight in his grasp.

DISCORD: '_I am your Angel of Music . . .Come to me: Angel of Music . . .'_

Shining galloped over to Twilight where she was about a yard from him and sinking closer and closer into Discord's dangerous embrace. "Twilight, you've got to listen and believe me! This..this thing…this beast….He's not your 'angel'- He was imprisoned by your mother once, and he's out for you! Please! Twilight!" Shining then whinnied to Discord and yelled, "FOR ALL THAT IS GOOD! RELEASE HER!"

Then, Twilight miraculously shook her head and came out of her trance with one name on her lips. "Shining…Shining Armor…" Twilight then turned to him and leapt into his arms. Embracing her tightly, Shining then glared at the phantom, who in return froze before clapping and laughing wickedly. Discord then opened an appearing and upside down pink umbrella and used it to shoot electricity at Shining. The captain swirled his love to the side before shielding himself with his thick blade granted to him in the sorceress forces for protecting them by oath in the real city of Canterlot.

DISCORD: '_Bravo, captain! Such spirited words!'_

Shining Armor continued to dodge Discord's bolts and fireballs and vanilla milk straws that injected poison and managed to hop on his back and scratch his cheeks.

SHINING:_ 'More tricks, spirit?'_

Discord flicked Shining off him on his side and sent several limbo sticks to stab him.

DISCORD:_ 'Let's see, captain, how low you dare to go!'_

Shining skillfully rolled and dodged them all except for one that scraped his left shoulder. Twilight, meanwhile, waited while turning slightly blue from holding her breath for so dreadfully long in the duel.

SHINING_: 'More deception? More violence?'_

Shining jabbed Discord several times, yet Discord was quicker and dissolved before the captain could corner him into one slash of his blade. "Nice one," Discord taunted while invisible.

"Shine, don't!"

Twilight's plea unfortunately rang deafly in Shining's ears, as he was punched and clawed by the invisible Discord before staggering slightly off.

DISCORD_:That's right, that's right, captain! Keep walking this way! I'm still warming up, and I do hope you do not fail to disappoint me!'_

_SHINING: 'You can't win her love by making her your prisoner!'_

"Stop it RIGHT NOW, SHINE!"

"STAY BACK, TWILIGHT!"

DISCORD_: No, no! She's more of a fighter you'll ever be! What's the rush? I'm here, I'm here captain; the angel of death! Come on, come on, captain! Don't stop, don't stop!'_

Shining gritted his teeth as another blow of both fireballs and gaseous bombs blurred his vision and weakened his limbs. But suddenly, he felt himself being lifted by a sweetly-scented lavender force and meeting face to face Twilight. She healed him with closed eyes and beads of sweat on her brow, and Discord was watching the display with a wry smile of slight envy.

"Don't do that again, you fool!" She released him and glanced fearfully at Discord. "Now let's get out of here!" As they fled, Discord tried to remain hot on their tales, yet Twilight had cast a temporary shield on the Gala once they entered in it safely.

"Women," he hissed. "Well, I guess that DOES IT, mister overprotective and miss innocent!" He summoned both his upside down umbrella and cotton candy clouds into the sky and laughed evilly as they were injected into the clear skies above. "IT'S A CHAOTIC WAR FOR YOU BOTH AND YOUR OPERA!" And in one spilt second, the spirit of disharmony vanished and ceased from pushing the shield that would soon dissolve. At least, he did so for now. Momentarily, his vengeful opera would begin and fall with one last standing ovation.

**I felt like the piano scene could be altered. If you don't agree with me though, that's all fine too! Thanks! **


	8. Chapter 8

Chapter 7

**To ease the confusion, this is a love triangle story with Twilight in the middle of Discord and Shining Armor, who is NOT her older brother in this fanfic. So, you can consider this half disco light. But either way, r and r!**

Tickets were sold, exchanges were made, and eyes were fully focused and peeled on this Phantom. Well, at least when looking at the Captain of the Guard's honorable patrol arriving on the spot with blazing badges of silver and gold and hooves saluting their captain over sweaty brows.

"Are your stallions assembled and fully prepared for tonight," Luna questioned Shining, who only firmly nodded in response and kept his gaze on his stallions.

"Ahem!" Shining Armor wryly smiled for the patrol's first and best mare, Commander Cadence. Her pastel curls bounced as she poked his chest angrily. "Need I remind you, captain on full request of the included respect treaty in there year of-"

"What treaty," Trixie asked dully. "'Cause we still have a phantom to find, and this isn't the debating sessions, ponies!" Everypony, even a fuming Cadence, nodded. Even as the face of sexism, every mare must make her sacrifices at some points of one critical mission, especially when lives were on the line.

"Now with my signal," Shining instructed. "We take him down. But! But he must be on the stage and-" A chilling laugh made everypony in Luna and Trixie's office gathered for their meeting shiver, and a haunting voice rang out from the shadows.

DISCORD:_ 'I'm here: The Phantom of Equestria. . .'_

The patrol dashed in the direction of Discord's voice, only to be banged by several gigantic drums.

_'I''m here: The Phantom of Equestria. . .'_

Now afraid that the numbskull would never show up from their torments, Cadence began to wave her sky blue forces from her magical horn around in an attempt to kill the demon, yet Shining Armor ceased her with one rough grip and shake. "Stop this INSTANT!"

"But captain-"

"No buts commander," Discord mocked with a giggle. "Gag! You ponies disgust me! Getting all worked up over nothing! Geez with one bomb-" One bomb of feathery pillows landed on them and caused three stallions to faint. "-You get all worked up! Besides…._.'Seal my fate tonight - I hate to have to cut the fun short but the joke' swearing thin . . .Let the audience in . . .Let my opera begin!'_

Not too long after, the glossy curtains of the Gala rose for the curious and trembling audience. While they settled in their seats, several young fillies addressed and pointed to the many patrol officers from Canterlot with their guns armed and ready with loaded ammunition for the beast lurking around the threatened house. To their luck, nopony in the audience knew much or even bothered to remember about the phantom, yet they made quite a racket about the officers.

"Look! Look mommy! Are they princes?"

"They're officers from Canterlot! That explains why the captain's in Box Five over there? He's so…smashing!"

"In a nutshell of lies! This is probably a scam! I heard this place is going bankrupt and relying on scraps?"

"But their props and actresses are angelic to the max….especially that goddess….Twinkie I believe her name was!"

"Hah! That sounds like the name of the dragon playing the doosh!"

The banner entitled 'Don Juan Triumphant' was raised and ready for applause, and an energetic Pinkie Pie waved it across the stage while wearing a silky white toga. She winked at several whistling stallions and waved at familiar faces, while passing by the stage. "Enjoy the show, Derpy!"

"You said it, sister!" The cross-eyed mare in the last row clapped loudly while yelling, "They've got some LIGHTS!" The stage illuminated waves of smoke and flashing lights of warm orange and yellow hues until pretty chorus mare faces smiled through the smoke and performed their jaw-dropping dance in multicolored togas. Several displayed handstands, flips, and even cartwheels among the stage, readying their selves for the rest of the opera.

CHORUS: _Here the sire may serve the dam, here the master takes his meat! Here the sacrificial lamb utters one despairing bleat!'_

Rarity leapt from among them and was supported on her thighs by two mares managing to not roll their eyes at the ambitious and egotistical mare.

RARITY AND CHORUS:_ 'Poor young maiden! For the thrill on your tongue of stolen sweets you will have to pay the bill - tangled in the winding sheets! Serve the meal and serve the maid! Serve the master so that, when tables, plans and maids are laid, Don Juan triumphs once again!'_

From the left side of the stage, Spike skipped with a perky stride with one scolding 'mother' in his arms. Pinkie Pie was wearing her lovely toga and played Cassandra, while Spike played none other than Don Juan in a blood red cape and stilts.

"You…You shouldn't be wearing that cape," Pinkie Pie whispered uneasily, and Spike detected the paleness in her voice and face. It was as if moments ago, she was a notch more….colorful and herself.

"Are you sick, miss? I can inform-" But suddenly, Rainbow Dash gave them the cue to speak their lines with a frown, and Spike was Don Juan, the eager master negotiating with his mother.

DON JUAN: 'Mother ,once again recite the plan.'

CASSANDRA: 'Your young guest believes I'm you - I, the mother, you, the man.'

DON JUAN: When you met you wore my cloak, with my scarf you hid your face. She believes she dines with me, in her master's borrowed place! Furtively, we'll scoff and quaff,stealing what, in truth, is it's late and modesty starts to mellow, with the wine . . .'

CASSANDRA: 'You come home! I use your voice - slam the door like crack of doom!'

DON JUAN: 'I shall say: "come - hide with me! Where, oh, where? Of course - my room!"'

CASSANDRA: 'Poor thing hasn't got a chance!'

Pinkie Pie dramatically gasped while fanning herself with one orange butterfly fan, increasing the curiosity of the eager audience.

DON JUAN: 'Here's my hat, my cloak and sword. Conquest is assured, if I do not forget myself and laugh . . .'

Pinkie Pie adjusted Spike's cape, and the two actors pranced backstage. When they reached offstage, Pinkie Pie swore she could've heard the slightest explosive sound, but she shrugged off the feeling and watched Twilight emerge from the opposing side as the lovely Amita.

AMITA: "_. . . no thoughts within her head, but thoughts of joy! No dreams within her heart but dreams of love!_"'

As Twilight sat on the stage gracefully with a solemn smile and a pink rose in her hooves, Pinkie Pie addressed the caped and taller Spike with an odd mask. Suspiciously, Pinkie Pie peered at him while inching onstage with him.

CASSANDRA: 'My son?'

DON JUAN (Now DISCORD): _'Mother - go away! For the trap is set and waits for its prey . . ._'

Staring down at Twilight, Discord approached her slowly, and his first note made her twitch slightly in fear.

DON JUAN (DISCORD): _'You have come here in pursuit of your deepest urge, in pursuit of that wish, which till now has been silent, silent . . ._'

Twilight cocked her head at him, forgetting for a moment about her part as Amita and wondering how in Equestria Spike had earned such a growth spurt and mask….that mask…..

_'I have brought you, that our passions may fuse and merge - in your mind you've already succumbed to me dropped all defenses completely succumbed to me -now you are here with me: no second thoughts, you've decided, decided . . ._'

Twilight abruptly stood up to stare him down. This creature was definitely not Spike; it was the phantom…the creature she had betrayed for the safety of others and….her mother's past…But the question that was left to be answered was….what was she to do? Discord was slowly but slyly stepping closer to her frozen state.

_'Past the point of no return -no backward glances: the games we've played till now are at an end . . .Past all thought of "if" or "when" -no use resisting: abandon thought, and let the dream descend . . _.'

Discord quickly snaked his fuzzy arm over her shoulder, watching as she closed her eyes and bent her head in shameful avoidance. He had her trapped, and Shining Armor had informed her before the performance that she was aloud to summon her mother's magical crown at any time, but Twilight knew that that would only sir confusion for the audience and the officers around them.

'_What raging fire shall flood the soul? What rich desire unlocks its door? What sweet seduction lies before us . . .?'_

Backstage, Applejack, Pinkie Pie, and Rainbow Dash held onto each other closely, waiting for the two perfumers' next moves. Each mare felt involuntary and gray chills overcome their spines, yet only Applejack knew that it was all because of the fiend holding her second daughter and causing her blood to boil in both anger and concern.

_'Past the point of no return, the final threshold - what warm, unspoken secrets will we learn? Beyond the point of no return . . .'_

Discord had released Twilight now, and the poor actress found herself admiring him deeply. He was similar to an addictive drug that once in your system wretched you and tore you into two pieces. Half of her would give anything to remain in his arms, stay with him, honor him, and be taught his wonderful lessons of beauty and music. The other half was begging for Shining Armor to put an end to her trance, her memories, and enforce her to remain committed to her faithful mother. Glancing tentatively at Shining Armor, Trixie, and Luna from Box Five, she asked with her eyes what actions to perform next. He nodded for her to continue with a reassuring smile, and she immediately gained enough confidence to sing.

AMINTA (TWILIGHT):'_You have brought me to that moment where words run dry, to that moment where speech disappears into silence, silence . . .I have come here, hardly knowing the reason why . . .In my mind, I've already imagined our bodies entwining defenseless and silent -and now I am here with you: no second thoughts,-_

Twilight stared at him with a fond, thrilling smile, and her horn flashed eagerly at his satisfied look.

_'-I've decided, decided . . .'_

Every creature besides Twilight, even Discord, held their breath and watched the unicorn beauty hit her haunting note of longing attachment and embracing solitude. Twilight and Discord circled around each other, fighting and dueling the other with their glares and challenging smirks.

_'Past the point of no return -no going back now:our passion-play has now, at last, begun . . .Past all thought of right or wrong -one final question: how long should we two wait, before we're one . . ._?'

Shining Armor's eyes twinkled in both fear and concern as they never left the two in their duet. They, meanwhile, were now face to face and no longer minding the boundaries of personal space. Racing up the built and fiery bridge above them, their eyes were still dueling in chaotic silence under their voices. And so very soon after reaching the top, Discord and Twilight's arms were twitching, and they were four steps away from embracing each other.

_'When will the blood begin to race the sleeping bud burst into bloom? When will the flames, at last, consume us . . .?'_

Discord tore off his blood red cape, and Twilight threw her rose, and it reached an unamused Dash's hoof.

BOTH: _'Past the point of no return the final threshold -the bridge is crossed, so stand and watch it burn . . .We've passed the point of no return . . _.'

Holding back his tears, Shining Armor signaled for the officers to hold their weapons and wait, since Discord was now embracing his innocent best friend. Twilight's back was on Discord's chest, and the draconequus sent his claw down her cheeks gently, as she closed her eyes blissfully. Shining's greatest wish was for Twilight to remain safe and unharmed from this creature of chaos.

Discord blew a lock of her indigo mane from her ear to whisper and mimic Shining's promising song from before.

DISCORD: '_Say you'll share with me one love, one lifetime . . .Lead me, save me from my solitude . . ._'

Discord placed her ring on her glowing horn, and while glancing back at the ring and Discord, Twilight faced him with a sympathetic smile and tears in her eyes.

_'Say you want me with you, here beside you . . . Anywhere you go let me go too -Twilight that's all I ask of . . ._'

Twilight removed his mask quickly before he was able to reach the word 'you', and gasps were shared among the audience, backstage, and even from the officers' corners. The officers were now dashing closer and closer to them from Shining's signal, but Discord only snarled at them and gripped Twilight's waste.

"Please don't," Twilight begged, while trying to slip out of his grasp, yet he was far too strong. Her limbs were growing a tad bit weaker, and he now knew that she had grayed completely and was unable to activate her crown or powers now. "What have you done-"

"HAHAHA!" Discord snapped his fingers, and he was now on rollerblades down the flammable bridge and sliding across a rink of suds. Several ponies slipped and were accidentally shot by the patrol officers' slippery grasped guns, and one by one, ponies were graying into chaotic citizens.

Shining Armor hopped from his place in Box Five before Luna and Trixie were gray and cat fighting each other like savaged vixens about who was the greater and richest manager, and Shining spotted one familiar pony who had yet to gray. But when he reached Cadence, she had fainted. "Cadence? Cadence! Wake up-"

"Don't tell mu-me wha-at to du you you," she slurred while slumping and glaring her possessed, neon green eyes at him. "I got no moo-moral! HAHA!" She slapped him on the cheek before pecking it and jumping maniacally with a slurring Derpy and Spike. And before Shining's very eyes, a random pillar landed on Spike, killing him in his pale state. Shining dashed off in disgust for Applejack, as Rarity sobbed over her love.

"SPIKE! My DARLING! MY-" A huge boulder landed on Spike's head, and Rarity was now gray with greed over 'Tom.' "Lovely day, isn't it Tommy? Hey DERPY!" She growled at the cross-eyed pegasus and pinned her to the ground. "Get your eyes off my prized diamond! It-He's MINE!"

"I'm glad you came Captain," Applejack addressed him breathlessly, holding her dizzied and paling daughter. In grief, Shining noticed that all of the stage hoofs were possessed like zombies and abusing several audience members to and fro and vice versa. "I will soon take you to him."

"Can I trust you? Are you not possessed?"

"If Ah was, would Ah tell you that Twilight Sparkle is my second adoptive daughter whom Ah love very dearly with my first almost possessed and soon I'll become a constant lier?"

"He's done this before hasn't he," Shining observed, and he soon followed her into a shadowy underground door with several cobwebs. The cowpony lit a spare torch and brushed a spider abnormally sneezing off of it.

"He has, and soon he'll release the needles-"

"You mean THESE?" Pinkie Pie gasped in her mother's grip as a cackling and gray Dash flung them at the three ponies before the party pony smacked her hard on the cheeks and tossed the needles aside.

"You'll need me Mom-"

"NO, Pinkie!" Applejack gave Pinkie a brief hug before leading Shining underground. "You must stay here!" But before Pinkie could protest, the two ponies sprinted deeper and deeper into the grasps of the mysterious Phantom of Equestria.

Pinkie gathered several ponies, while watching mournfully as one possessed Fluttershy was gaging over one dead Dash's body. "Boo hoo for the wimp and-" She screamed in terror as another pillar ended another innocent life, and Pinkie Pie closed her eyes melancholically. Never in the life of the cheerful party pony had she ever seen so many lives end and bodies fall like flies to swats. Thousands have perished, and yet there were still a reasonable amount of fiery-eyed ponies left from backstage and the audience, ready to avenge their citizens, family, and fiends.

Pinkamena Diane Pie had perked up from the ashes, but not the pony originally possessed. In fact, Pinkie was now bloodthirsty not under chaos, but for ending chaos once and for all. He would pay dearly for killing thousands and dragging her adoptive little sister with him. "Tonight we MURDER THIS PHANTOM!"

"YEAH!"

"KILL IT!"

Down, down below in his labyrinth, Discord dragged a struggling Twilight back to his lair of endless solitude, chaos, and despair. He no longer cared about pleasing her; it was too late for pleasure underneath lies behind one's mask of death. "LET ME GO," she shrieked, stuttering threats to use her crown.

"You cannot," he spat villainously. "It's time to learn, Twilight Sparkle, that your heartless mother once had unforgiving eyes such as yours and use them as her advantage…."He carried her and dropped her next to the stony debris where his prison once stayed. "-To turn me to stone!"

"One to set in stone…."Twilight remembered Celestia's words on her death bed, about avenging her by imprisoning Discord into stone. "But-But that's only about the princess-" Her blood ran cold, and her horn vibrated as her veins pumped blood up her forehead in merciless anger. "My mother…." She was so genuinely beautiful, fragile even. "The princess…..You-You monster!"

"INDEED!" Discord roared humorlessly and carried her deeper into his lair.

DISCORD: '_Down once more to the dungeon of my black despair! Down we plunge to the prison of my mind! Down that path into darkness deep as hell!'_

Discord roughly rattled her and dropped her purposely to his feet to meet his mismatched mahogany eyes around his distorted features.

_'Why, you ask, was I bound and chained in this cold and dismal place? Not for any moral sin, but the wickedness of my abhorrent face!_'

His ears perked up to the sound of shouting from a raging mob near his labyrinth.

MOB: '_Track down this murderer! He must be found!'_

Discord cackled to himself, ignoring Twilight's eyes widened with horror, and he drank another explosive glass of chocolate milk. "Chaos to spread around, and nopony to share it with….And yet…." He threw the glass aside, watching it explode. "What was the point?" _'Hounded out by everyone! Met with hatred everywhere! No kind word from any soul! No compassion anywhere!_'

Even when she didn't want to, Twilight was sympathetic to this….creature. Was he really monstrous enough to set into stone or…was he just lonesome? Desperate for compassion? He was just a misguided soul, deformed by birth….wasn't he? "Why," Twilight asked with more tears in her violet eyes.

Meanwhile, Applejack guided Shining Armor down the opposing and better way to Discord's lair compared to the direction the mob was going from the exit of the Gala. "Remember this good and well captain, keep your hooves at the level of your eyes! His explosive glasses will paralyze you without seconds of mercy…" They reached the sewage halls that once filled a hallucination of one glossy, shimmering lake. Now, it was only the River Styx to the Underworld, his lair of chaos. "This is as far as Ah will go. Take care, now."

"How can I ever thank you, Miss Applejack?"

"Bring my daughter home." Shining Armor nodded in understanding and reached the moaning gates that lead to the main gates holding his lost angel. Applejack turned the opposite direction and silently hoped only the best for Shining Armor and Twilight Sparkle.

The mob nearby trudged on earnestly, with the flames of their torches flicking their snarls and determined glares. In front of them, a grim Pinkamena was frowning and encouraging them with her stomps to trudge on faster.

MOB: Track down this murderer -_ 'He must be found! Hunt out this animal, who runs to ground! Too long he's preyed on us - but now we know: the Phantom of the Opera is there deep down below . . . He's here: the Phantom of the Opera . . ._'

**We're not too long off until the ending folks! Please stay tuned! **


	9. Chapter 9

Chapter 8

Twilight peered at her 'angel' in disgust, and Discord smirked in amusement at how ticked and yet so breathtaking she looked in her bridal gown of silky white fabric from the dummy and the several pastel flowers around her dress. Her mother's crown was perched upon her head, and her ring still danged on her glowing horn. She was now fit to be his, and now in his frozen, hardened state, he was ready with whatever she spat at him.

TWILIGHT: _'Have you gorged yourself at last, in your lust for blood?_'

Twilight grew angrier when he didn't answer her.

'_Am I now to be prey to your lust for flesh?'_

Discord coldly gagged in her face and looped his arms around her.

DISCORD: _'That fate, which condemns me to wallow in blood has also denied me the joys of the flesh . . .this face -the infection which poisons our love . ._ .'

He flicked his wrist, and the glossy bridal veil was now in his grasp. He slowly approached her, as she backed away slowly from him; she knew all too well what was about to happen next.

_'This face, which earned a mother's fear and loathing . . .A mask, my first unfeeling scrap of clothing . ._ .'"Your own mother disregarded me, my dear. Ever thought of it that way? But you…You have the other option now….Your time has come…"

He gingerly paced the veil on her head, even when she whispered, "Please don't…do this…"

_'Pity comes too late - turn around and face your fate: an eternity of this before your eyes!'_

Twilight was now no longer frightened by such a face, but only glared unforgivably into his mahogany eyes. She loosened herself from his arms and raised her chin defiantly but pitifully at him.

TWILIGHT: '_This haunted face holds no horror for me now . . .It's in your soul that the true distortion lies . . _.'

Discord gawked at this, before sighing tiredly at her and notching one sneaky little captain.

DISCORD: '_Wait! I think, my dear, we have a guest!'_

Discord carried Twilight to face Shining Armor, and they both gawked at each other in terror. "Shining!"

"Twilight…don't worry-"

_'Sir, this is indeed an unparalleled delight! I had rather hoped that you would come. And now my wish comes true - you have truly made my night!'_

Shining Armor only grasped desperately on the bars, pleading with all of his might.

SHINING: '_Free her! Do what you like only free her! Have you no pity?'_

DISCORD (To Twilight): '_Your lover makes a passionate plea!'_

TWILIGHT: '_Please, Shine, it's useless . . .'_

SHINING: _'I love her! Does that mean nothing? I love her! Show some compassion . . _.'

As tears of sadness threatened Shining's vision, tears of anger almost overcame Discord, and the spirit blew a raspberry at him.

DISCORD: '_The world showed no compassion to me!_'

SHINING (softer): '_Twilight…Twilight. . . Let me see her . . .'_

DISCORD: (bitterly) '_Be my guest, sir . ._'

Both Twilight and Shining were completely skeptical over what exactly Discord was about to do next, and Shining took slower, more cautious steps when gazing into Twilight's wide eyes. He was desperate for her safety, as was Twilight for his, and Discord had unfortunately played this game with one radiant princess for her kingdom. But since they were two breathing souls, Discord's advantage had easily risen to a more scrumptious bargain.

_'Monsieur, I bid you welcome! Did you think that I would harm her? Why should I make her pay for the sins which are YOURS?'_

Discord summoned his deepest, deadliest cup of chocolate milk, chugged it with one hearty gulp, and threw it at Shining Armor. The poor captain felt his vision succumb to harsh visions of chaotic ponies laughing, taunting, and stabbing him endlessly. His knees gave way, and his eyes were lime green. But because this was the spirit of disharmony's most famous form of torment, there was always a twist. For Shining Armor was torn; half of him was silently corrupted, and half of him was gazing at Twilight lovingly and apologetically. She, meanwhile, could only cry in horror.

(Mocking Shining and chaining him to ropes of colorful, chocking yarn)_ 'Order your fine horses now! Raise up your hooves to the level of your eyes! Nothing can save you now - except perhaps her majesty . . _.'

Discord turned to the princess herself and bowed to her with a demonic smirk. "Now here's my favorite part…"

_'Start a new life with me -Buy his freedom with your love! Refuse me, and you send your lover to his death! This is the choice - This is the point of no return!'_

Twilight's eyes were once again dark and unforgiving, dueling Discord. Her horn was now flashing and slightly blinding both Discord and Shining with every word rising to new heights of rage.

TWILIGHT:_ 'The tears I might have shed for your dark fate grow cold, and turn to tears of HATE!'_

SHINING: '_Twilight, forgive me please forgive me . . .I did it all for you, and all for nothing . . _.'

For the moment, Twilight ignored Shining and brushed her hooves angrily and aimed to charge Discord. However, he and her both knew that something was holding her back through her anger, and tears still captivated and blurred her vision.

TWILIGHT: '_Farewell my fallen idol and false friend . . .One by one I've watched illusions shattered . ._ .'

DISCORD: '_Past all hope of cries for help: no point in fighting _-'

SHINING: '_Either way you choose, he has to win . . _.'

DISCORD: '_For either way you choose, you cannot win! So, do you end your days with me, or do you send him to his grave?_'

SHINING: '_Why make her lie to you, to save me?'_

TWILIGHT: '_Angel of Music . . ._'

DISCORD: '_Past the point of no return -'_

SHINING: '_For pity's sake,Twilight, say no!'_

TWILIGHT: '._ . . why this torment?_'

DISCORD: '._ . . the final threshold . . _.'

SHINING: _'Don't throw your life away for my sake . _. .'

TWILIGHT: _'When will you see reason . . ._?'

DISCORD: '_His life is now the prize which you must earn!'_

SHINING: '_I fought so hard to free you . . _.'

TWILIGHT: '_Angel of Music . . _.'

DISCORD: '_You've passed the point of no return ._ . .'

TWILIGHT: '. _. . you deceived me -I gave my mind blindly . ._ .'

A pause is shared with consideration until Discord summoned a massive clock ticking and flicked it to leave them. "Time's running out, hun. Better make your choice before the big boys come or…." He flicked his wrist, and Shining winced a great deal. "-Or princy in tights here has his mind scrambled like last month's breakfast of scrambled eggs!" Twilight's horn had ceased from glowing, but her crown hadn't. It shined above her teary but smiling face, as she slowly approached him with her choice.

"How were you able….My angel…"

TWILIGHT: '_Pitiful creature of darkness . . . What kind of life have you known . . .?Please give me courage to show you you are not alone . . .'_

She then placed her lips onto his in a passionate kiss, and Discord tripped in shock. Yet after a moment of blissful kissing, he wrapped his arms around her, and Shining Armor watched the two in horror but also understanding fascination. Releasing him, Twilight smiled brightly at him, as he chuckles in pure glee and relief for a soul that now understood him. Cupping her cheek, Discord snapped his fingers, and Shining was released from the yarn and the milk trance. Twilight immediately ran to his side, as the shouts from the now close mob increased in volume.

MARES IN MOB: '_Track down this murderer -he must be found! Hunt out this animal, who runs to ground! Too long he's preyed on us - but now we know: the Phantom of Equestria is there deep down below . _.'

STALLIONS IN MOB: '_Who is this monster, this murdering beast? Revenge for poor Spiky! Revenge for dear Dash! This creature will die by slash!'_

"Get the heck out of here," Discord ordered, shoving them to his last and spare boat. "This baby's an emergency one with a cotton candy cloud at times, but it's your quickest ride! Go! Leave me-"

"I must do it. Huh?" Discord nodded and held his arms out for Twilight. Meanwhile, Shining was readying and checking the boat.

DISCORD: 'M_asquerade . . .Paper faces on parade . . .Masquerade . . .Hide your face so the world will never find you . . .'_

Twilight Sparkle, with tears flowing freely down her cheeks, activated her mother's crown and watched dreadfully as the misty rainbow force swirled around Discord and hardened his solemn face into stone.

"Twilight…I love you…"

Struck by grief, Twilight was only able to nod before dashing to Shining Armor and gingerly sliding her mother's ring destined in Discord's stone on his white horn. It was pure gold and was made on the day one would fulfill her mother's deeds. Twilight had imprisoned the spirit of chaos with the price of a secret love, but it must be worth it for the sake of harmony. Everypony makes her sacrifices for peace, and Twilight Sparkle had courageously made one of her greatest sacrifices that night for harmony, love, and simply peace.

TWILIGHT: '_Say you'll share with me, one love, one lifetime . . .say the word and I will follow you . _.'

SHINING: '_Share each day with me . . .'_

TWILIGHT: '_. . . each night . . ._'

BOTH: '_. . . each morning . . ._'

Inside his prison, Discord could only sing in his mind for his lovely angel. For once in his life, Discord wished that he was able to act more tormented and sorrowful as he felt that night. Never was he able to cry or long for another again; he was now eternally set into stone with a heart of chaos and nothing else. However before it became engraved eternally, one song passed through Discord's mind, one of love for his one and only true love, Twilight Sparkle.

DISCORD: (inwardly) : '_You alone can make my song take flight - it's over now, the music of the night . . ._'

Once Pinkie and the rest of the mob stormed into the lair, they were disappointed to find it completely empty. Pinkie Pie was restless in searching every nook and cranny for the beast who possessed her mother as a liar until she heard one shriek from Sweetie Belle. "L-Look Pinkie…" Pinkie obeyed and gasped to herself in amazement. Before her, the crusaders, and the rest of the mob was the statue of Discord where he was eternally to lie.

"The princess…."Apple bloom almost fainted in shock, yet Pinkie Pie and Scootalo supported.

"It couldn't be," Scootalo muttered in disbelief. "She's dead…"

"Then who?"

'Twilight Sparkle,' Pinkamena heard Pinkie chirp inside of her, yet she only frowned at the statue. Never was one to know her true identity, for Pinkamena or Pinkie Pie or anypony made as sacrifices, and one sometimes was to keep the mouth shut for the mourning.


	10. Chapter 10

Epilogue

**Last chapter guys! Thank you all for viewing this, and you may or may not give me more ideas if you ever so please! However, I think I'm going to take a break from all of this fanfic writing. ****Thanks, and enjoy this last tidbit!**

Kneeling in front of her grave, Shining Armor was skeptical about how far he and his lovely wife had come. Four children…Four souls to nurture, and yet, he was the last of them all to survive aside from his daughter, Pandora. How in Equestria was he the last? It all began with the spread of the horrific disease 'Rein Rage.' It killed many before they passed the surviving week, and their children were two mere sets of two toddling twins.

Pandora cupped her father's cheeks and embraced him sadly. She was only seven years old herself, and Shining inwardly mused about how much she compared to her mother. Violet eyes peered at him, and her indigo mane still swished gracefully when disheveled from the grief of nightmares. And at the same time…Shining Armor always had the vague feeling in his stomach signaling harbingers; Pandora seemed nothing like a daughter of his. She was bubbly, but almost to an insane degree, and had that…that snaggletooth….

"Daddy? Mina, Jack, and Minx are with Mommy, aren't they?" Shining Armor nodded gloomily to her before forcing himself to smile for her.

"Yes, Pandora. Now go on back to the carriage-"

"But wait, Daddy!" Pandora was entranced by something she found aside her kind mother's grave, and she ushered for Daddy to see it. "C'mon, slow poke! I wanna let you see it!"

'Her spirit is far…too odd,' Shining mused to himself before rolling his eyes at his own self. Why in Equestria was he making such silly and ridiculous assumptions? They have visited Twilight and their three children's graves once a year since three years ago now, and Shining Armor knew that Pandora Erica Armor was his child, and he was her father.

"Isn't this odd, Daddy? A cotton candy cloud…" Shining Armor's heart stopped beating when gazing at the wrapped in treat. Sure enough, it was there and without the slightest hints of staling or molding factors. "Can I take it, Daddy?"

"No dear-"

"Mommy would've wanted me to," Pandora pouted, patting her mother's tombstone with an innocent smile. "Wouldn't you have?"

"That's ENOUGH PAN-" Shining ceased as she snatched the treat and cried all the way up to the carriage. Shining Armor sighed and was about to reach his daughter when sompeony tapped his shoulder. He turned to the veiled pony and frowned. "Why must you visit me?" She handed him the enclosed and sealed belongings he had bought and left at the Gala.

"You obviously didn't think I'd let you get away with leaving such collectables, did you?" Shining Armor sighed to the solemn, feminine pony and peered at her own sack of belongings.

"I guess your mother-"

"Mind your own kin," she hissed with agony, letting a few tears escape from her eyes. Shining Armor nodded and left her to Canterlot's cemetery. But before he left for good, he felt the urge to ask about the mother's own triplets.

"How's-"

"Ginger and BonBon are swell," she answered swiftly, letting the wintry breeze tease her bare neck. "But Flora…well…hope." Shining Armor nodded once more before exiting.

"Thank you for informing me about all of this…about him….and what happened...after all of these years," he bursted out, before flushing slightly. But what he didn't know was she was smiling grimly as her back was still turned from him.

"Okey dokey lokey."

**THE END! Thank you all, and enjoy the rest of this glorious summer**


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